Common use of Code and Other Remedies Clause in Contracts

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- under, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Parties arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If Subject to each applicable Acceptable Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may (but shall not be obligated to) exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code (whether or not the Code applies to the affected Security Collateral) and under any other applicable lawlaw and in equity. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances (but shall not be obligated to), forthwith (subject to the terms of any documentation governing any Franchise Financing Disposition or Securitization Transaction) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to To the extent permitted by law, the Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any such Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written request’s request (subject to the terms of any documentation governing any Franchise Financing Disposition or Securitization Transaction and subject to each applicable Acceptable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Grantor then due and owing, in such the order as the Administrative Agent may electof priority specified in Section 6.5 above, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(39615(a)(3) of the New York UCCCode, need the Administrative Agent account for the surplus, if any, to any such Grantor. To the extent permitted by applicable law, each (i) such Grantor waives all claims, damages and demands it may acquire against the Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Each Grantor hereby consents to the non-exclusive royalty free use by the Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any Security Collateral.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other applicable law. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing, and subject to each applicable Intercreditor Agreement) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Collateral Agent's written request’s request (subject to the terms of any documentation governing any Special Purpose Financing), to assemble the Security Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in subsection 6.5 above, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, subject to the Administrative Agentterms of any applicable Intercreditor Agreement, on behalf the Collateral Agent may exercise in respect of the Secured Parties, may exerciseCollateral, in addition to all other rights and remedies granted provided for herein or otherwise available to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligationsit, all the rights and remedies of a secured party upon default under the New York UCC (whether or not in effect in the jurisdiction where such rights are exercised) or any other applicable law or in equity and also, to the extent permitted by applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, may without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except as specified below, subject to any notice required by law referred to below) to existing reserved rights or upon any Grantor or any other Person (all and each of which demandslicenses, defenses, advertisements and notices are hereby waived to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver sell the Collateral or any part thereof (or contract to perform any of the foregoing), in one or more parcels at public or private sale or salessale, at any exchange, exchange broker's ’s board or office at any of any Secured Party the Collateral Agent’s offices or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem bestelsewhere, for cash or cash, on credit or for future delivery without assumption delivery, at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any credit risksuch sales on the market price of the Collateral. Any The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent or any Term Loan Secured Party shall have the right upon any such public sale or salessale, and, to the extent permitted by law, upon any such private sale or salessale, to purchase the whole or any part of the Collateral so soldsold and the Collateral Agent or such Term Loan Secured Party may, free subject to (x) the satisfaction in full in cash of all payments due pursuant to Section 8.04(a) of the Term Loan Credit Agreement and (y) the ratable satisfaction of the Guaranteed Obligations in accordance with the priorities set forth in Section 8.04 of the Term Loan Credit Agreement, pay the purchase price by crediting the amount thereof against the Guaranteed Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any right public sale or equity the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of redemption in Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any Grantorpublic or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which right or equity is it was so adjourned. To the extent permitted by law, each Grantor hereby waived waives any claim against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and releaseddoes not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Administrative Collateral Agent's written request’s request (subject to the terms of any applicable Intercreditor Agreement), to assemble the Collateral and make it available to the Administrative Collateral Agent at places and times which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.85.05 in accordance with the provisions of Section 8.04 of the Term Loan Credit Agreement. As an alternative to exercising the power of sale herein conferred upon it, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental the Collateral Agent may, subject to the care or safekeeping terms of any of applicable Intercreditor Agreement, proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or in any way relating portion thereof pursuant to the Collateral a judgment or the rights of the Secured Parties here- under, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Parties arising out of the exercise by them of any rights hereunder. If any notice decree of a proposed sale court or other disposition of Collateral shall be required courts having competent jurisdiction or pursuant to a proceeding by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositiona court-appointed receiver.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC or Code and under any other applicable lawlaw and in equity. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to To the extent permitted by law, the Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Collateral Agent's written request’s request (subject to the Intercreditor Agreements), to assemble the Security Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8Subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in Subsection 6.5, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuingexists, the Administrative Agent, on behalf of the Secured Parties, (i) may exercise, in addition to all other rights and remedies granted to them in this Agreement, the Credit Agreement and the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without law or otherwise available at law or equity and (ii) without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, notice of intent to accelerate, notice of acceleration advertisement or notice of any kind (except any notice required by law referred to below, which cannot be waived by law and any notice that is expressly required under this Agreement or any other Loan Document) to or upon any Grantor Obligor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give grant option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party or elsewhere upon such terms and conditions as it the Required Lenders may deem advisable and at such prices as it the Required Lenders may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any GrantorObligor, which right or equity is hereby waived and released. Each Grantor If an Event of Default shall occur and be continuing, each Obligor further agrees, at the Administrative Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's Obligor’s premises or elsewhere. Any such sale or transfer by the Agent either to itself or to any other Person shall be absolutely free from any claim of right by Obligor, including any equity or right of redemption, stay or appraisal which Obligor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and such Obligor hereby waives any rights it may have in respect thereof). Upon any such sale or transfer, the Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.1, after deducting all reasonable fees, costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Agent and the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as accordance with the Administrative Agent may electCredit Agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) 615 of the New York UCC, need the Administrative Agent account for the surplus, if any, to any GrantorObligor. To the extent permitted by applicable law, each Grantor Obligor waives all claims, damages and demands it may acquire against the Agent or any Secured Parties Party arising out of the exercise by them of any rights hereunder, except where arising as a result of the Agent’s or any Secured Party’s gross negligence or willful misconduct, as determined by a final non-appealable decision of a court of competent jurisdiction. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. (b) In the event that the Agent elects not to sell the Collateral, the Agent retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Obligations. Each and every method of disposition of the Collateral described in this Agreement shall constitute disposition in a commercially reasonable manner. (c) The Agent may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral. Except when an Event of Default has occurred and is continuing, neither the Agent nor any Secured Party shall contact or communicate with, or attempt to contact or communicate with any customer of any Obligor in connection with the Collateral except with the participation of a Responsible Officer of such Obligor.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other applicable law. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the CollateralPledged Stock, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral Pledged Stock or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral Pledged Stock so sold, free of any right or equity of redemption in any Grantorthe Pledgor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written request, to assemble the The Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8subsection 6.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral Pledged Stock or in any way relating to the Collateral Pledged Stock or the rights of the Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations then due and owing, in such the order as the Administrative Agent may electof priority specified in subsection 6.3 above, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorthe Pledgor. To the extent permitted by applicable law, each Grantor (i) the Pledgor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Pledged Stock, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Collateral the Pledged Stock shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If Subject to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may (but shall not be obligated to) exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code (whether or not the Code applies to the affected Security Collateral) and under any other applicable lawlaw and in equity. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances (but shall not be obligated to), forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to To the extent permitted by law, the Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Collateral Agent's written request’s request (subject to the terms of any documentation governing any Special Purpose Financing and subject to each applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in Section 6.5 above, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Each Grantor hereby consents to the non-exclusive royalty free use by the Collateral Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any Security Collateral. Each Grantor also hereby consents to the non-exclusive royalty free use by the Collateral Agent and the Canadian Collateral Agent (as its designee) of any trademarks, service marks or business names owned by such Grantor in Canada solely for the purposes of disposing of any Security Collateral of the Canadian Borrowers that is pledged to the Canadian Collateral Agent pursuant to the Canadian Security Documents.

Code and Other Remedies. If an Event of Default shall occur and be continuing, subject to the terms of the Loan Documents and the Intercreditor Agreement: (a) The Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them the Secured Parties in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the UCC applies to the affected Collateral) and all rights under any other applicable law. law or in equity. (b) Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, defense, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Pledgors or any other Person (all and each of which demands, presentments, protests, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party Party, on the internet or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any . (c) Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so soldsold or to become the licensor of all or any such Collateral, free of any right or equity of redemption in any Grantorthe Pledgors, which right or equity is hereby waived and released. For purposes of bidding and making settlement or payment of the purchase price for all or a portion of the Collateral sold at any such sale made in accordance with the UCC or other applicable laws, including, without limitation, the Debtor Relief Laws (as defined in the Credit Agreement), the Administrative Agent, as agent for and representative of the Secured Parties (but not any Secured Party or Secured Parties in its or their respective individual capacities unless the requisite percentage of holders under the applicable Loan Document shall otherwise agree in writing), shall be entitled to credit bid and use and apply the Obligations (or any portion thereof) as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale, such amount to be apportioned ratably to the Obligations of the Secured Parties in accordance with their pro rata share of such Obligations. Each Grantor purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of each Pledgor, and such Pledgor hereby waive (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (d) Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. The foregoing will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Pledgor agrees that it would not be commercially unreasonable for the Administrative Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Pledgor hereby waives any claims against the Administrative Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Pledgor further agrees, at the Administrative Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's Pledgor’s premises or elsewhere. The Administrative Agent shall apply have the net proceeds right to enter onto the property where any Collateral is located without any obligation to pay rent and take possession thereof with or without judicial process. The Administrative Agent shall have no obligation to marshal any of the Collateral. (e) Subject to the Intercreditor Agreement, the Administrative Agent shall deduct from any action taken by it pursuant to this Section 6.8, after deducting Proceeds received in respect of the Collateral all reasonable costs and expenses of every kind incurred in connection therewith with the exercise of its rights and remedies against the Collateral or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole . Any net Proceeds remaining after such deductions shall be applied or in part of the Obligations, in such order as retained by the Administrative Agent may elect, and only in accordance with Section 5.2. Only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3615(a) of the New York UCC, need the Administrative Agent account for the surplus, if any, to the Pledgors. If the Administrative Agent sells any Grantorof the Collateral upon credit, the Pledgors will be credited only with payments actually made by the purchaser and received by the Administrative Agent. In the event the purchaser fails to pay for the Collateral, the Administrative Agent may resell the Collateral and the Pledgors shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Grantor the Pledgors waives all claims, damages and demands it may acquire against the Secured Parties Administrative Agent arising out of the exercise by them it of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If Subject to any applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code (whether or not the Code applies to the affected Security Collateral) and under any other applicable lawlaw and in equity. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to To the extent permitted by law, the Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Collateral Agent's written request’s request (subject to the terms of any documentation governing any Special Purpose Financing and subject to any applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, including reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in Section 6.5 above, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the New York UCCCode, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Each Grantor hereby consents to the non-exclusive royalty free use by the Collateral Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any Security Collateral.

Code and Other Remedies. If (a) Upon the occurrence and during the continuance of an Event of Default shall occur Default, and be continuingupon the Administrative Agent’s notice of its intent to exercise such rights to the relevant Grantor or Grantors, each Grantor agrees to deliver each item of Collateral to the Administrative Agent on demand, and it is agreed that the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or the PPSA (whether or not the New York UCC or the PPSA applies to the affected Collateral) or its rights under any other applicable lawlaw or in equity. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensesdefenses (other than the defense of payment or performance of the Discharge of Obligations), advertisements and notices are hereby waived to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Grantor of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, it being understood that any sale pursuant to the provisions of this Section 6.5 shall be deemed to conform to the commercially reasonable standards under the UCC or the PPSA, as applicable, with respect to any disposition of Collateral. Any Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. To the fullest extent permitted by applicable law, each purchaser at any such sale shall hold the property sold to it absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. To the fullest extent permitted by applicable law, this procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Administrative Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Borrower Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any of their rights hereunder. Each Grantor further agrees, at the Administrative Agent's written ’s reasonable request, if an Event of Default has occurred and is continuing, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. . (b) The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.5, after deducting all reasonable out-of-pocket costs and expenses of the Administrative Agent of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underhereunder, including, without limitation, including reasonable out-of-pocket attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, Obligations in such order as the Administrative Agent may elect, accordance with Section 6.4 and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3615(a) of the New York UCCUCC and the PPSA, need the Administrative Agent account for the surplus, if any, to any Grantor. If the Administrative Agent sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Administrative Agent and applied to Indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Administrative Agent may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the any Secured Parties Party arising out of the exercise by them of any rights hereunder. (c) In view of the position of the Grantors in relation to the Collateral, or because of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933 or the Securities Act (Ontario), as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Securities Laws”) with respect to any disposition of the Collateral permitted hereunder. If Each Grantor understands that compliance with the Securities Laws might very strictly limit the course of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any notice part of the Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent in any attempt to dispose of all or part of the Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent may, with respect to any sale of the Collateral, limit the purchasers to those who will agree, among other things, to acquire such Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Administrative Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Collateral or part thereof shall have been filed under the Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Collateral at a price that the Administrative Agent, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 6.5 will apply notwithstanding the existence of a proposed sale public or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given private market upon which the quotations or sales prices may exceed substantially the price at least 10 days before such sale or other dispositionwhich the Administrative Agent sells.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other applicable law. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing and subject to each applicable Intercreditor Agreement) collect, receive, appropriate and realize upon the CollateralPledged Stock, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral Pledged Stock or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral Pledged Stock so sold, free of any right or equity of redemption in any Grantorthe Pledgor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written request, to assemble the The Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8subsection 6.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral Pledged Stock or in any way relating to the Collateral Pledged Stock or the rights of the Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations then due and owing, in such the order as the Administrative Agent may electof priority specified in subsection 6.3 above, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorthe Pledgor. To the extent permitted by applicable law, each Grantor (i) the Pledgor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Pledged Stock, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Collateral the Pledged Stock shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative AgentLender, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York Wisconsin UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of foregoing, if an Event of DefaultDefault shall occur and be continuing, the Administrative AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Lender or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Lender or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written Lender’s request, to assemble the Collateral and make it available to the Administrative Agent Lender at places which the Administrative Agent Lender shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 6.85.5 with respect to any Grantor’s Collateral, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral of such Grantor or in any way relating to the Collateral of such Grantor or the rights of the Lender and the Secured Parties here- underhereunder with respect thereto, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of such Grantor, in such the order as the Administrative Agent may electspecified in Section 5.4, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3409.615(1)(c) of the New York Wisconsin UCC, need the Administrative Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Lender or any Secured Parties Party arising out of the exercise by them of any rights hereunderhereunder without gross negligence, willful misconduct or breach of an enforceable contractual obligation. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other applicable law. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any such Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent's written ’s request, to assemble the Security Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Grantor then due and owing, in such the order as the Administrative Agent may electof priority specified in Section 6.5 above, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Collateral Agent account for the surplus, if any, to any such Grantor. To the extent permitted by applicable law, each (i) such Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the Administrative Agent and the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC or Code and under any other applicable lawlaw and in equity. Without limiting the generality of the foregoing upon foregoing, to the occurrence extent permitted by applicable law and during the continuance of an Event of Defaultsubject to any applicable Intercreditor Agreement, the Administrative Agent and the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Administrative Agent or the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to To the extent permitted by law, subject to any applicable Intercreditor Agreement, the Administrative Agent, the Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Collateral Agent's written request’s request (subject to any applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative Agent and/or the Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8Subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Administrative Agent, the Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, including reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in Subsection 6.5, and only after such application and after the payment by the Administrative Agent and the Collateral Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the New York UCCCode, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Administrative Agent, the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured PartiesAgent and Lenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC Code, or any other applicable foreign or domestic law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of foregoing, if an Event of DefaultDefault shall occur or be continuing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of Agent or any Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Secured Party Agent may disclaim any warranties that might arise in connection with any such lease, assignment, grant of option or other disposition of Collateral and have no obligation to provide any warranties at such time. Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such sales on any Grantor’s premises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as Agent deems necessary or advisable. Each Grantor further agreesagrees after an Event of Default has occurred and is continuing, at the Administrative Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underAgent and Lenders hereunder, including, without limitation, including reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, Secured Obligations in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, manner set forth in Section 9-615(a)(3) 2.9.2 of the New York UCC, need the Administrative Agent account for the surplus, if any, to any GrantorCredit Agreement. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Parties Agent or any Lender arising out of the exercise by them of any rights hereunder, except to the extent such claims, damages or demands arise from the gross negligence or willful misconduct of the Agent or Lenders as determined by a court of competent jurisdiction in a non-appealable order. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if so long as (a) it is given at least 10 15 days before such sale or other disposition, and (b) contains such information as may be prescribed by applicable law.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC Code or any other applicable law. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith (subject to the terms of any documentation governing any Permitted Receivables Securitization) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any GrantorGranting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Agent's written requestrequest (subject to the terms of any documentation governing any Permitted Receivables Securitization), to assemble the Security Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such GrantorGranting Party's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Administrative Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party, in such the order as the Administrative Agent may electof priority specified in Section 6.5 above, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCCCode, need the Administrative Agent account for the surplus, if any, to any GrantorGranting Party. To the extent permitted by applicable law, each Grantor Granting Party waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder, except to the extent arising as a result of the gross negligence or willful misconduct of the Administrative Agent or such other Secured Party. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event a Notice of Default shall occur and be continuingAcceleration is in effect, the Administrative AgentCollateral Trustee, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawApplicable Laws. Without limiting the generality of the foregoing upon the occurrence and during the continuance foregoing, if a Notice of an Event of DefaultAcceleration is in effect, the Administrative AgentCollateral Trustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice referred to below or otherwise required by law referred to belowlaw) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted not prohibited by applicable law), may in such circumstances forthwith forthwith, without notice to the Company and the relevant Grantor, collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party the Collateral Trustee or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party The Collateral Trustee shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to bid for or purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and releasedreleased to the extent not prohibited by Applicable Laws, and may make payment on account thereof by using any claim then due and payable to the Secured Parties by such Grantor as a credit against the purchase price (pursuant to procedures established by the Collateral Trustee), and the Collateral Trustee may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. Each Grantor further agrees, at the Administrative Agent's written Collateral Trustee’s request, to assemble the Collateral and make it available to the Administrative Agent Collateral Trustee at places which the Administrative Agent Collateral Trustee shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent Collateral Trustee shall apply the net proceeds of any action taken by it pursuant to this Section 6.85.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Trustee and the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as provided for in the Administrative Agent may electCollateral Trust Agreement, and and, subject to any Applicable Laws, only after such application and after the payment by the Administrative Agent Collateral Trustee of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent Collateral Trustee account for the surplus, if any, to any Grantor. To the extent permitted by applicable lawApplicable Laws, each Grantor waives all claims, damages and demands it may acquire against the Collateral Trustee or any Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Revolving Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other applicable law. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Revolving Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Revolving Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Revolving Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Revolving Collateral Agent's written request’s request (subject to the terms of any documentation governing any Special Purpose Financing), to assemble the Security Collateral and make it available to the Administrative Revolving Collateral Agent at places which the Administrative Revolving Collateral Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative Revolving Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Revolving Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in subsection 6.5 above, and only after such application and after the payment by the Administrative Revolving Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Revolving Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Revolving Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Revolving Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other applicable law. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith (subject to the terms of any documentation governing any Permitted Receivables Transaction) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Agent's written request’s request (subject to the terms of any documentation governing any Permitted Receivables Transaction), to assemble the Security Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Administrative Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in subsection 6.5 above, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Administrative Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement Agreement, the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or otherwise available at law or equity. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. Any such sale or transfer by the Administrative Agent either to itself or to any other Person shall be absolutely free from any claim of right by any Grantor, including any equity or right of redemption, stay or appraisal which any Grantor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and each Grantor hereby waives any rights it may have in respect thereof). Upon any such sale or transfer, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.06, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as accordance with Section 10.02(c) of the Administrative Agent may electCredit Agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(39.615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Parties Party arising out of the exercise by them of any rights hereunderhereunder except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or such Secured Party or their respective agents. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. (b) In the event that the Administrative Agent elects not to sell the Collateral, the Administrative Agent retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Obligations. Each and every method of disposition of the Collateral described in this Agreement shall constitute disposition in a commercially reasonable manner. Without limitation of the foregoing, any disposition involving three (3) or more bidders that are “accredited investors” (within the meaning of the Securities Act) shall constitute disposition in a commercially reasonable manner. (c) The Administrative Agent may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement Agreement, the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or otherwise available at law or equity. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. Any such sale or transfer by the Administrative Agent either to itself or to any other Person shall be absolutely free from any claim of right by any Grantor, including any equity or right of redemption, stay or appraisal which any Grantor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and each Grantor hereby waives any rights it may have in respect thereof). Upon any such sale or transfer, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.06, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as accordance with Section 10.02(c) of the Administrative Agent may electTerm Loan Agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(39.615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Parties Party arising out of the exercise by them of any rights hereunderhereunder except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or such Secured Party or their respective agents. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. (b) In the event that the Administrative Agent elects not to sell the Collateral, the Administrative Agent retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Obligations. Each and every method of disposition of the Collateral described in this Agreement shall constitute disposition in a commercially reasonable manner. Without limitation of the foregoing, any disposition involving three (3) or more bidders that are “accredited investors” (within the meaning of the Securities Act) shall constitute disposition in a commercially reasonable manner. (c) The Administrative Agent may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other applicable law. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing and subject to each applicable Intercreditor Agreement) collect, receive, appropriate and realize upon the CollateralPledged Stock, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral Pledged Stock or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral Pledged Stock so sold, free of any right or equity of redemption in any Grantorthe Pledgor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written request, to assemble the The Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8subsection 6.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral Pledged Stock or in any way relating to the Collateral Pledged Stock or the rights of the Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations then due and owing, in such the order as the Administrative Agent may electof priority specified in subsection 6.3 above, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorthe Pledgor. To the extent permitted by applicable law, each Grantor (i) the Pledgor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Pledged Stock, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Collateral the Pledged Stock shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may may, and upon the request of the Required Lenders shall, exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived waived), may in such circumstances, to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit riskrisk (it being understood that ownership of the Pledged Stock issued by the HUD Owners and the HUD Lessees may only be transferred with the approval of the U.S. Department of Housing and Urban Development). Any The Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.85.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may electaccordance with Section 5.5, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, subject to the Administrative terms of each applicable Intercreditor Agreement, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law and subject to each applicable Intercreditor Agreement, all rights and remedies of a secured party under the New York UCC Code or under any other applicable lawlaw and in equity and subject to each applicable Intercreditor Agreement. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by lawright, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Collateral Agent's written request’s request (subject to each applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in subsection 6.5 above, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If there shall have occurred an unwaived Event of Default shall occur and be continuingthat has not been cured within the applicable cure period, if any, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the US Obligations, all rights and remedies of a secured party under the New York California UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to belowlaw) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the US Obligations, in such order as the Administrative Agent may electset forth in Section 6.5, and only after such application pursuant to clauses (a) and (b) of Section 6.5 and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(39615(a)(3) of the New York California UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If Notwithstanding the provisions of Section 362 of the Bankruptcy Code and without order of or application or motion to the Bankruptcy Court or the Canadian Bankruptcy Court, but subject to the Financing Orders and any applicable notice requirements set forth in Section 9.2 of the Credit Agreement: (a) During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent, on behalf of the Secured Parties, Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable law), may in forthwith enter upon the premises of such circumstances forthwith Grantor where any Collateral is located through self help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on the Administrative Agent's claim or action and may collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Administrative Agent or any Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Administrative Agent and the Lenders the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Such sales may be adjourned and continued from time to time with or without notice. The Administrative Agent shall have the right to conduct such sales on any Grantor's premises or elsewhere and shall have the right to use any Grantor's premises without charge for such time or times as the Administrative Agent deems necessary or advisable. (b) Each Grantor further agrees, at the Administrative Agent's written requestrequest during an Event of Default, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's premises or elsewhere. Until the Administrative Agent is able to effect a sale, lease or other disposition of the Collateral, the Administrative Agent shall have the right to hold or use the Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Administrative Agent. The Administrative Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to the Collateral in which it granted a security interest hereunder to the Administrative Agent while such Collateral is in the possession of the Administrative Agent. The Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of any of the Collateral and to enforce any of the Administrative Agent's remedies (for the benefit of the Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. The Administrative Agent shall, to the extent consistent with the terms of the Senior Lenders Intercreditor Agreement, apply the net proceeds of any action taken by it pursuant to this Section 6.85.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Parties here- underhereunder, including, without limitation, including reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may electCredit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder, except to the extent arising out of the gross negligence or willful misconduct of the Administrative Agent or such other Secured Party. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. (c) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Agreement or any Collateral. Without limiting any of the foregoing, each Grantor, to the maximum extent not prohibited by applicable law, hereby (i) agrees that it will not invoke, claim or assert the benefit of any rule of law or statute now or hereafter in effect (including, without limitation, any right to prior notice or judicial hearing in connection with the Administrative Agent's possession, custody or disposition of any Collateral or any appraisal, valuation, stay, extension, moratorium or redemption law), or take or omit to take any other action, that would or could reasonably be expected to have the effect of delaying, impeding or preventing the exercise of any rights and remedies in respect of the Collateral, the absolute sale of any of the Collateral or the possession thereof by any purchaser at any sale thereof, and waives the benefit of all such laws and further agrees that it will not hinder, delay or impede the execution of any power granted hereunder to the Administrative Agent, but that it will permit the execution of every such power as though no such laws were in effect, (ii) waives all rights that it has or may have under any rule of law or statute now existing or hereafter adopted to require the Administrative Agent to marshal any Collateral or other assets in favor of such Grantor or any other party or against or in payment of any or all of the Obligations, and (iii) waives all rights that it has or may have under any rule of law or statute now existing or hereafter adopted to require the Administrative Agent to pursue any third party for any of the Obligations. (d) For the sole purpose of enabling the Administrative Agent to exercise rights and remedies under Article V hereof (including, without limiting the terms of Article V hereof, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of Collateral) at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may may, and upon the request of the Applicable Authorized Representative shall, exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived waived), may in such circumstances, to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.85.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may electaccordance with Section 5.5, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If Subject to the Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Administrative Junior Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Junior Agent, without prior demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any prior notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, subject to the Intercreditor Agreement, forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Junior Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Junior Agent shall endeavor to provide the Issuer with notice at or about the time of the exercise of remedies in the proceeding sentence, provided that the failure to provide such notice shall not in any way compromise or adversely affect the exercise of such remedies or the Junior Agent’s rights hereunder. The Junior Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Junior Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Junior Agent at places which the Administrative Junior Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Junior Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.5, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Junior Agent and the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Administrative Junior Agent may elect, and only after such application and after the payment by the Administrative Junior Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Junior Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Junior Agent or any Secured Parties Party arising out of the exercise by them of any rights hereunder. If any prior notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If (a) Upon the occurrence and during the continuance of an Event of Default shall occur Default, each Grantor agrees to deliver each item of Collateral to the Administrative Agent on demand, and be continuing, it is agreed that the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or its rights under any other applicable lawlaw or in equity. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensesdefenses (other than the defense of payment or performance of the Discharge of Obligations), advertisements and notices are hereby waived to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Grantor of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, it being understood that any sale pursuant to the provisions of this Section 6.5 shall be deemed to conform to the commercially reasonable standards under the UCC with respect to any disposition of Collateral. Any Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. To the fullest extent permitted by applicable law, each purchaser at any such sale shall hold the property sold to it absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. To the fullest extent permitted by applicable law, this procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Administrative Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Borrower Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any of their rights hereunder. Each Grantor further agrees, at the Administrative Agent's written ’s reasonable request, if an Event of Default has occurred and is continuing, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. . (b) The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.5, after deducting all reasonable out-of-pocket costs and expenses of the Administrative Agent of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underhereunder, including, without limitation, including reasonable out-of-pocket attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, Obligations in such order as the Administrative Agent may elect, accordance with Section 6.4 and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3615(a) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. If the Administrative Agent sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Administrative Agent and applied to Indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Administrative Agent may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the any Secured Parties Party arising out of the exercise by them of any rights hereunder. (c) In view of the position of the Grantors in relation to the Collateral, or because of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Collateral permitted hereunder. If Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any notice part of the Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent in any attempt to dispose of all or part of the Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent may, with respect to any sale of the Collateral, limit the purchasers to those who will agree, among other things, to acquire such Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Administrative Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Collateral at a price that the Administrative Agent, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 6.5 will apply notwithstanding the existence of a proposed sale public or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given private market upon which the quotations or sales prices may exceed substantially the price at least 10 days before such sale or other dispositionwhich the Administrative Agent sells.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Term Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other applicable law. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Term Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Term Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Term Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Term Collateral Agent's written request’s request (subject to the terms of any documentation governing any Special Purpose Financing), to assemble the Security Collateral and make it available to the Administrative Term Collateral Agent at places which the Administrative Term Collateral Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative Term Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Term Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in subsection 6.5 above, and only after such application and after the payment by the Administrative Term Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Term Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Term Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Term Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and ----------------------- be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other applicable law. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any GrantorGranting Party, which right or equity is hereby waived and or released. Each Grantor Granting Party further agrees, at the Administrative Agent's written request, to assemble the Security Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such GrantorGranting Party's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Administrative Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing (including, without limitation, to the extent required by Section 16.4 of the Credit Agreement to cash collateralize L/C Obligations outstanding at such time), in such the order as the Administrative Agent may electof priority specified in Section 6.5 above, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCCCode, need the Administrative Agent account for the surplus, if any, to any GrantorGranting Party. To the extent permitted by applicable law, each Grantor Granting Party waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of any rights hereundercollateral, except to the extent arising as a result of the gross negligence or willful misconduct of the Administrative Agent or such other Secured Party. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the US Administrative AgentAgent may, on behalf subject to the terms of the Secured PartiesIntercreditor Agreement, may exercise, in addition to all other rights and remedies granted to them in this Agreement Agreement, in the Mortgages and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the US Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived waived), may, subject to the extent permitted by applicable law)terms of the Intercreditor Agreement, may in such circumstances forthwith (i) collect, receive, appropriate and realize upon the Collateral, or any part thereof, (ii) transfer all or any part of the Collateral into the US Administrative Agent’s name or the name of its nominee or nominees, (iii) vote all or any part of the Pledged Stock (whether or not transferred into the name of the US Administrative Agent) and give all consents, waivers and ratification in respect of the Pledged Stock and otherwise act with respect thereto as though it were the outright owner thereof (each Grantor hereby irrevocably constituting and appointing the US Administrative Agent the proxy and attorney-in-fact of such Grantor, with full power of substitution to do so) and to exercise any and all of the rights or power of such Grantor in its capacity as shareholder of any relevant Issuer, and/or may (iv) forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party the US Administrative Agent or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party The US Administrative Agent shall have the right right, subject to the terms of the Intercreditor Agreement, upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each If an Event of Default shall have occurred and shall be continuing, each Grantor further agrees, at the US Administrative Agent's written ’s request, to assemble the Collateral and and, subject to the terms of the Intercreditor Agreement, make it available to the US Administrative Agent at places which the US Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere, and promptly to execute and deliver to the US Administrative Agent such instruments or other documents as may be necessary or advisable to enable the US Administrative Agent or its agent or representative to obtain, subject to the terms of the Intercreditor Agreement, possession of all or any part of the Collateral the possession of which the US Administrative Agent shall at the time be entitled to hereunder. The US Administrative Agent shall, subject to the terms of the Intercreditor Agreement, also be entitled, so long as an Event of Default shall have occurred and be continuing, to occupy any premises owned or leased by any Grantor where the Collateral or any part thereof is assembled or located for a reasonable period to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor for such occupation and to otherwise exercise, subject to the terms of the Intercreditor Agreement, any and all rights and remedies of any Grantor under or in connection with the Collateral, or otherwise in respect of the Collateral. The US Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.5, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underUS Administrative Agent hereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to in the payment in whole or in part of the Obligations, in such order as the Administrative Agent may electmanner required by Section 8.5, and only after such application and after the payment by the US Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the US Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Parties US Administrative Agent arising out of the exercise by them the US Administrative Agent of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If (a) Upon (i) the occurrence and during the continuance of an Event of Default shall occur Default, and be continuing(ii) the Administrative Agent’s notice of its intent to exercise such rights to the relevant Grantor or Grantors, each Grantor agrees to deliver each item of Collateral to the Administrative Agent promptly after demand therefor, and it is agreed that the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Canadian Obligations, all rights and remedies of a secured party under the New York UCC or the PPSA (whether or not the New York UCC or the PPSA applies to the affected Collateral) or its rights under any other applicable lawlaw or in equity. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, defense, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensespresentments, protests, defenses (other than the defense of payment or performance of the Discharge of Canadian Borrower Obligations), advertisements and notices are hereby waived to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Grantor of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, it being understood that any sale pursuant to the provisions of this Section 6.5 shall be deemed to conform to the commercially reasonable standards under the UCC or the PPSA, as applicable, with respect to any disposition of Collateral. Any Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. To the fullest extent permitted by applicable law, each purchaser at any such sale shall hold the property sold to it absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. To the fullest extent permitted by applicable law, this procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Administrative Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Canadian Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof and the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Canadian Obligations paid in full. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any of their rights hereunder. Each Grantor further agrees, at the Administrative Agent's written ’s reasonable request, if an Event of Default has occurred and is continuing, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent shall have the right to enter onto the property where any Collateral is located without any obligation to pay rent and take possession thereof with or without judicial process. The Administrative Agent shall have no obligation to marshal any of the Collateral. (b) The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.5, after deducting all reasonable out-of-pocket costs and expenses of the Administrative Agent of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underhereunder, including, without limitation, including reasonable out-of-pocket attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, Canadian Obligations in such order as the Administrative Agent may elect, accordance with Section 6.4 and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of lawlaw with respect to the Canadian Obligations, including, without limitation, including Section 9-615(a)(3615(a) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. If the Administrative Agent sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Administrative Agent and applied to Indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Administrative Agent may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the any Secured Parties Party arising out of the exercise by them of any rights hereunder. (c) In view of the position of the Grantors in relation to the Collateral, or because of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Securities Laws”) with respect to any disposition of the Collateral permitted hereunder. If Each Grantor understands that compliance with the Securities Laws might very strictly limit the course of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any notice part of the Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent in any attempt to dispose of all or part of the Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent may, with respect to any sale of the Collateral, limit the purchasers to those who will agree, among other things, to acquire such Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Administrative Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Collateral or part thereof shall have been filed under the Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Collateral at a price that the Administrative Agent, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 6.5 will apply notwithstanding the existence of a proposed sale public or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given private market upon which the quotations or sales prices may exceed substantially the price at least 10 days before such sale or other dispositionwhich the Administrative Agent sells.

Code and Other Remedies. If Subject to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Administrative Note Collateral Agent, on behalf of the Secured Parties, may (but shall not be obligated to) exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code (whether or not the Code applies to the affected Security Collateral) and under any other applicable lawlaw and in equity. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Note Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances (but shall not be obligated to), forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Note Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to To the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Note Collateral Agent's written request’s request (subject to the terms of any documentation governing any Special Purpose Financing and subject to each applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Administrative Note Collateral Agent at places which the Administrative Note Collateral Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative Note Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable and documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Note Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, including reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in Section 6.5, and only after such application and after the payment by the Administrative Note Collateral Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the New York UCCCode, need the Administrative Note Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Note Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Note Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Each Grantor hereby consents to the non-exclusive royalty free use by the Note Collateral Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any Collateral.

Code and Other Remedies. If (a) Upon (i) the occurrence and during the continuance of an Event of Default, and (ii) except in the case of an Event of Default shall occur under Section 7.1(f) of the Credit Agreement, the Administrative Agent’s notice of its intent to exercise such rights to the relevant Grantor or Grantors, to the extent required by law, each Grantor agrees to deliver each item of Collateral to the Administrative Agent promptly after demand therefor, and be continuing, it is agreed that the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or its rights under any other applicable lawlaw or in equity. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, defense, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensespresentments, protests, defenses (other than the defense of payment or performance of the Discharge of Obligations), advertisements and notices are hereby waived to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent (or not consent) to the use by any Grantor of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, it being understood that any sale pursuant to the provisions of this Section 6.5 shall be deemed to conform to the commercially reasonable standards under the UCC, with respect to any disposition of Collateral. Any Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. To the fullest extent permitted by applicable law, each purchaser at any such sale shall hold the property sold to it absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. To the fullest extent permitted by applicable law, this procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Administrative Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any of their rights hereunder. Each Grantor further agrees, at the Administrative Agent's written ’s reasonable request, if an Event of Default has occurred and is continuing, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. . (b) The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.5, after deducting all reasonable out-of-pocket costs and expenses of the Administrative Agent of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underhereunder, including, without limitation, including reasonable out-of-pocket attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, Obligations in such order as the Administrative Agent may elect, accordance with Section 6.4 and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3615(a) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. If the Administrative Agent sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Administrative Agent and applied to Indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Administrative Agent may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the any Secured Parties Party arising out of the exercise by them of any rights hereunder. (c) In view of the position of the Grantors in relation to the Collateral, or because of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Securities Laws”) with respect to any disposition of the Collateral permitted hereunder. If Each Grantor understands that compliance with the Securities Laws might very strictly limit the course of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any notice part of the Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent in any attempt to dispose of all or part of the Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent may, with respect to any sale of the Collateral, limit the purchasers to those who will agree, among other things, to acquire such Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Administrative Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Collateral or part thereof shall have been filed under the Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Collateral at a price that the Administrative Agent, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 6.5 will apply notwithstanding the existence of a proposed sale public or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given private market upon which the quotations or sales prices may exceed substantially the price at least 10 days before such sale or other dispositionwhich the Administrative Agent sells.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Credit Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party Secured Credit Party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the fullest extent permitted by applicable lawany Requirement of Law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Credit Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem bestcommercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk; provided, that the Administrative Agent reserves the right to reject any and all bids at such sales, which, based on commercially reasonable judgment, it shall deem inadequate. Any Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which designated by the Administrative Agent shall that are reasonably selectconvenient to such Grantor and the Administrative Agent, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Credit Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the any Secured Parties Credit Party arising out of the exercise by them of any rights hereunder. If any The Administrative Agent shall give each Grantor not less than 10 days’ prior notice of a proposed the time and place of any sale or other intended disposition of any of the Collateral, except any Collateral shall be required by law, which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any such notice shall be deemed reasonable (a) in the case of a public sale, state the time and proper if given at least 10 days before place fixed for such sale, (b) in the case of a private sale, state the day after which such sale or other dispositionmay be consummated, (c) contain the information specified in Section 9-613 of the UCC, (d) be authenticated and (e) be sent to the parties required to be notified pursuant to Section 9-611(c) of the UCC; provided that, if the Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Administrative Agent and each Grantor agree that such notice constitutes reasonable notification within the meaning of Section 9-611 of the UCC.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances may, after the occurrence and during the continuance of an Event of Default, forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Administrative Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, after the occurrence and during the continuance of an Event of Default, at the Administrative Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may electaccordance with Section 6.5, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Parties Party arising out of the exercise by them of any rights hereunderhereunder (excluding claims, damages and demands to the extent such claims, damages and demands are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent or such Secured Party, as the case may be). If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If (a) Upon (i) the occurrence and during the continuance of an Event of Default shall occur Default, and be continuing(ii) the Administrative Agent’s notice of its intent to exercise such rights to the relevant Grantor or Grantors, each Grantor agrees to deliver each item of Collateral to the Administrative Agent promptly after demand therefor, and it is agreed that the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or the PPSA (whether or not the New York UCC or the PPSA applies to the affected Collateral) or its rights under any other applicable lawlaw or in equity. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, defense, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensespresentments, protests, defenses (other than the defense of payment or performance of the Discharge of Obligations), advertisements and notices are hereby waived to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Grantor of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, it being understood that any sale pursuant to the provisions of this Section 6.5 shall be deemed to conform to the commercially reasonable standards under the UCC or the PPSA, as applicable, with respect to any disposition of Collateral. Any Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. To the fullest extent permitted by applicable law, each purchaser at any such sale shall hold the property sold to it absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. To the fullest extent permitted by applicable law, this procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Administrative Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof and the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any of their rights hereunder. Each Grantor further agrees, at the Administrative Agent's written ’s reasonable request, if an Event of Default has occurred and is continuing, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent shall have the right to enter onto the property where any Collateral is located without any obligation to pay rent and take possession thereof with or without judicial process. The Administrative Agent shall have no obligation to marshal any of the Collateral. (b) The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.5, after deducting all reasonable out-of-pocket costs and expenses of the Administrative Agent of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underhereunder, including, without limitation, including reasonable out-of-pocket attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, Obligations in such order as the Administrative Agent may elect, accordance with Section 6.4 and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3615(a) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. If the Administrative Agent sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Administrative Agent and applied to Indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Administrative Agent may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the any Secured Parties Party arising out of the exercise by them of any rights hereunder. (c) In view of the position of the Grantors in relation to the Collateral, or because of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Securities Laws”) with respect to any disposition of the Collateral permitted hereunder. If Each Grantor understands that compliance with the Securities Laws might very strictly limit the course of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any notice part of the Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent in any attempt to dispose of all or part of the Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent may, with respect to any sale of the Collateral, limit the purchasers to those who will agree, among other things, to acquire such Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Administrative Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Collateral or part thereof shall have been filed under the Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Collateral at a price that the Administrative Agent, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 6.5 will apply notwithstanding the existence of a proposed sale public or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given private market upon which the quotations or sales prices may exceed substantially the price at least 10 days before such sale or other dispositionwhich the Administrative Agent sells.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement Agreement, the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or otherwise available at law or equity. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. Any such sale or transfer by the Administrative Agent either to itself or to any other Person shall be absolutely free from any claim of right by any Grantor, including any equity or right of redemption, stay or appraisal which any Grantor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and each Grantor hereby waives any rights it may have in respect thereof). Upon any such sale or transfer, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.06, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as accordance with Section 10.02(c) of the Administrative Agent may electCredit Agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(39.615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Parties Party arising out of the exercise by them of any rights hereunderhereunder except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or such Secured Party or their respective agents. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. (b) In the event that the Administrative Agent elects not to sell the Collateral, the Administrative Agent retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Obligations. Each and every method of disposition of the Collateral described in this Agreement shall constitute a commercially reasonable method of disposition. Without limitation of the foregoing, any disposition involving three (3) or more bidders that are “accredited investors” (within the meaning of the Securities Act) shall constitute disposition in a commercially reasonable manner. (c) The Administrative Agent may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative ABL Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other applicable law. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative ABL Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the ABL Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The ABL Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative ABL Collateral Agent's written request’s request (subject to the terms of any documentation governing any Special Purpose Financing), to assemble the Security Collateral and make it available to the Administrative Collateral Agent at places which the Administrative ABL Collateral Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative ABL Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in subsection 6.5 above, and only after such application and after the payment by the Administrative ABL Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative ABL Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the ABL Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the ABL Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If Subject to subsection 3.3(d) hereof, if an Event of Default shall occur and be continuing, the Administrative U.S. ABL Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other applicable law. Without Subject to subsection 3.3(d) hereof, without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative U.S. ABL Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the U.S. ABL Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The U.S. ABL Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative U.S. ABL Collateral Agent's written request’s request (subject to the terms of any documentation governing any Special Purpose Financing), to assemble the Security Collateral and make it available to the Administrative U.S. ABL Collateral Agent at places which the Administrative U.S. ABL Collateral Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative U.S. ABL Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the U.S. ABL Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in subsection 6.5 above, and only after such application and after the payment by the Administrative U.S. ABL Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative U.S. ABL Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the U.S. ABL Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the U.S. ABL Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.87.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Administrative Agent accordance with Section 7.5, may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the any Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of foregoing, if an Event of DefaultDefault shall occur and be continuing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any Secured Party Lender or elsewhere upon such terms and conditions as it may reasonably deem advisable and at such prices as it may deem bestadvisable, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent's written ’s request, following and during the continuance of an Event of Default, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.85.6, after deducting all reasonable out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Collateral Agent may elect, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the each Secured Parties, Party may exercise, in addition to all other rights and remedies granted to any of them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other applicable law. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Default, the Administrative Agentextent permitted by applicable law each Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of any Secured Party or elsewhere upon such terms and conditions as it such Secured Party may deem advisable and at such prices as it such Secured Party may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any GrantorGranting Party, which right or equity is hereby waived and or released. Each Grantor Granting Party further agrees, at the Administrative Agentany Secured Party's written request, to assemble the Security Collateral and make it available to the Administrative Agent Secured Parties at places which the Administrative Agent any Secured Party shall reasonably select, whether at such GrantorGranting Party's premises or elsewhere. The Administrative Agent Each Secured Party shall apply the net proceeds of any action taken by it such Secured Party pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in Section 6.5 above, and only after such application and after the payment by the Administrative Agent Secured Parties of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Agent Secured Parties account for the surplus, if any, to any GrantorGranting Party. To the extent permitted by applicable law, each Grantor Granting Party waives all claims, damages and demands it may acquire against the any Secured Parties Party arising out of the exercise by them repossession, retention or sale of any rights hereundercollateral, except to the extent arising as a result of the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If Subject, in the case of ULC Shares, to the provisions of Section 8.18 of this Agreement, if an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, Collateral Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsNote Document, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or in equity. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultfullest extent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Trustee or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable fees, costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the Secured Parties here- underhereunder, including, without limitation, including reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may electset forth in Section 6.5, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the any Secured Parties Party arising out of the exercise by them of any rights hereunderhereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral shall be is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the The Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC UCC, the Cape Town Convention (including, but not limited to, all rights and remedies under Chapter III of the Cape Town Convention and Chapter II of the Protocol) or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Administrative Agent or any Secured Party Lender or elsewhere upon such terms and conditions as it may reasonably deem advisable and at such prices as it may reasonably deem best, for cash or on credit or for future delivery without assumption of any credit risk; provided that the Administrative Agent shall notify the relevant Grantor at least ten (10) Business Days prior to the date of such sale or disposition (which each Grantor agrees is commercially reasonable and for the purposes of the Cape Town Convention shall be deemed to satisfy the requirement of "reasonable prior notice" specified in Article 8(4) of the Cape Town Convention). Any Secured Party The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which that the Administrative Agent shall reasonably selectselect at the sole cost and expense of the relevant Grantor, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.3, after deducting all reasonable out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, Obligations in such order as the Administrative Agent may electaccordance with Section 6.2 hereof, and only after such application and LEGAL02/38440571v3 after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Parties Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If To the extent permitted by applicable law, each Grantor and the Administrative Agent agree that the Administrative Agent shall not be required to provide notice to any notice Grantor as set forth in Article IX(6) of the Protocol in connection with a proposal to procure the de-registration and export of a proposed sale or other disposition Qualified Aircraft without court order. Each Aircraft Grantor expressly agrees to permit the Administrative Agent to obtain from any applicable court, pending final determination of Collateral any claim resulting from an Event of Default, speedy relief in the form of any of the orders specified in Article 13 of the Cape Town Convention and Article X of the Protocol as the Administrative Agent shall be required determine in its sole and absolute discretion, subject to any procedural requirements prescribed by applicable law. Each Grantor hereby consents to the exercise by the Administrative Agent of the remedies granted herein and the Cape Town Convention. Each Grantor acknowledges and agrees that the Administrative Agent may exercise such of the foregoing remedies as it shall determine in its sole discretion and none of the foregoing remedies is manifestly unreasonable. To the extent permitted by applicable law, such notice each Grantor and the Administrative Agent agree that paragraph 2 of Article 13 of the Cape Town Convention shall be deemed reasonable and proper if given at least 10 days before such sale not apply to this Agreement or other dispositionto the exercise of any remedy by the Administrative Agent under this Agreement or the Cape Town Convention. Following an occurrence of an Event of Default, the relevant Aircraft Grantor agrees to immediately discharge, upon demand by the Administrative Agent, any registrations made with the International Registry in its favor.

Code and Other Remedies. If Subject to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing, subject the Administrative terms of each applicable Intercreditor Agreement, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other applicable lawlaw and subject to each applicable Intercreditor Agreement. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to To the extent permitted by law, the Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Collateral Agent's written request’s request (subject to the terms of any documentation governing any Special Purpose Financing and subject to each applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in subsection 6.5 above, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC Code or any other applicable law. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any GrantorGranting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor Granting Party waives all claims, damages and demands it may acquire against the Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder, except to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such other Secured Party. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an “Event of Default shall occur Default” under and be as defined in any Finance Document occurs and is continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement Agreement, the other Finance Documents and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of foregoing, if an “Event of Default” under and as defined in any Finance Document occurs and is continuing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, license, sublicense, lease, assign, give an option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent's written request’s request following and during the continuance of an “Event of Default” under and as defined in any Finance Document, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.85.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in such the order as the Administrative Agent may electprovided in Section 5.5, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawLegal Requirement. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, presentments, protests, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances (a) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, (b) give notice of sole control or any other instruction under any Deposit Account Control Agreement or other control agreement with any securities intermediary and take any action therein with respect to such Collateral, (c) with respect to any Collateral consisting of Intellectual Property, on demand, to cause the security interest granted herein to become an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantors to the Administrative Agent or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or a nonexclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Administrative Agent shall reasonably determine (other than in violation of any then-existing licensing arrangements to the extent that waivers thereunder cannot be obtained), and (d) concurrently with written notice to the applicable Grantor of its intent to exercise rights and remedies, transfer and register in its name or in the name of its nominee the whole or any part of the Investment Property, to exchange certificates or instruments representing or evidencing Investment Property for certificates or instruments of smaller or larger denominations, and subject to the notice requirements of Section 6.3 hereof, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Investment Property as though the Administrative Agent was the outright owner thereof. Any The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Administrative Agent may elect, accordance with Section 6.5 hereof and only after such application and the payment of all Secured Obligations in full in immediately available funds and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCUniform Commercial Code, need the Administrative Agent account for the surplus, if any, to any Grantor. To Without limiting the provisions of Section 8.3 hereof, to the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, which is not waived under Section 8.3 hereof, such notice shall be deemed reasonable and proper in every case if given at least 10 ten (10) days before such sale or other dispositiondisposition (it being understood that a shorter period may also be reasonable given the circumstances). Until the Administrative Agent is able to effect a sale, lease, or other disposition of Collateral, the Administrative Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Administrative Agent. The Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Administrative Agent’s remedies (for the benefit of the Administrative Agent and the Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. Notwithstanding the foregoing, neither the Administrative Agent nor any of the Secured Parties shall be required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC or Code and under any other applicable lawlaw and in equity. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to To the extent permitted by law, the Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Collateral Agent's written request’s request (subject to the Intercreditor Agreement), to assemble the Security Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8Subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in Subsection 6.5 above, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by lawsuch claims, such notice shall be deemed reasonable damages and proper if given at least 10 days before such sale or other disposition.demands that may arise from

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances (a) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, (b) give notice of sole control or any other instruction under any Deposit Account Control Agreement or other control agreement with any securities intermediary and take any action therein with respect to such Collateral, (c) with respect to any Collateral consisting of Intellectual Property, on demand, to cause the security interest granted herein to become an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantors to the Collateral Agent or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or a nonexclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall reasonably determine (other than in violation of any then-existing licensing arrangements to the extent that waivers thereunder cannot be obtained), and (d) concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part of the Investment Property, to exchange certificates or instruments representing or evidencing Investment Property for certificates or instruments of smaller or larger denominations, and subject to the notice requirements of Section 6.3, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Investment Property as though the Collateral Agent was the outright owner thereof. Any The Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as accordance with the Administrative Agent may electprovisions of the Indenture, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper in every case if given at least 10 days before such sale or other dispositiondisposition (it being understood that a shorter period may also be reasonable given the circumstances). Until the Collateral Agent is able to effect a sale, lease, or other disposition of Collateral, the Collateral Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Collateral Agent’s remedies (for the benefit of the Collateral Agent and the Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. Notwithstanding the foregoing, neither the Collateral Agent nor any of the Secured Parties shall be required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.

Code and Other Remedies. If (a) Upon (i) the occurrence and during the continuance of an Event of Default shall occur under the ABL Credit Agreement (including a “Purchase and be continuingContribution Termination Event” under the Borrower Purchase Agreement), and (ii) the Collateral Agent’s notice of its intent to exercise such rights to the Grantor, the Administrative Grantor agrees to deliver each item of Collateral to the Collateral Agent promptly after written demand therefor, and it is agreed that the Collateral Agent, on behalf of the CA Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) and all rights under any other applicable lawLaw or in equity. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Collateral Agent, without demand of performance or other demand, defense, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any the Grantor or any other Person (all and each of which demands, defensespresentments, protests, defenses (other than the defense of payment or performance or the Discharge of Obligations), advertisements and notices are hereby waived to the extent permitted by applicable lawLaw), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by the Grantor of any cash collateral arising in respect of the Collateral on such terms as the Collateral Agent deems reasonable, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver deliver, or acquire by credit bid on behalf of the CA Secured Parties, the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any CA Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, it being understood that any sale pursuant to the provisions of this Section 6.5 shall be deemed to conform to the commercially reasonable standards under the UCC with respect to any disposition of Collateral. Any Each CA Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any the Grantor, which right or equity is hereby waived and released. To the fullest extent permitted by applicable Law, each purchaser at any such sale shall hold the property sold to it absolutely free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by applicable Law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any Law now existing or hereafter enacted. The Grantor agrees that, to the extent notice of sale shall be required by Law, at least ten days’ notice to the Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. To the fullest extent permitted by applicable Law, this procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. The Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by Law) all rights of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any Law now existing or hereafter enacted. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other US-DOCS\149536231.6 disposition, the Collateral Agent or any lender thereof may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Collateral Agent, at the direction of the Required Lenders, as agent for and representative of the CA Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of the CA Secured Parties at such sale or other disposition. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof and the Collateral Agent shall be free to carry out such sale pursuant to such agreement and the Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations Discharged. To the extent permitted by applicable Law, the Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any CA Secured Party arising out of the exercise by them of any of their rights hereunder. The Grantor further agrees, at the Administrative Collateral Agent's written ’s reasonable request, if an Event of Default under the ABL Credit Agreement (including a “Purchase and Contribution Termination Event” under the Borrower Purchase Agreement) has occurred and is continuing, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such the Grantor's ’s premises or elsewhere. . (b) The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.5, after deducting all reasonable and documented out-of-pocket costs and expenses of the Collateral Agent of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the CA Secured Parties here- underhereunder, including, without limitation, including reasonable and documented out-of-pocket attorneys' ’ fees and disbursementsdisbursements to the extent permitted by Section 9.3 of the ABL Credit Agreement, to the payment in whole or in part of the ObligationsSecured Obligations in accordance with Section 6.4 (which, in such order as turn, may be applied in whole or in part in payment of the Administrative Agent may electObligations of the Borrower under the ABL Credit Agreement, including to the extent permitted under Section 9.3 thereof, to the payment of any remaining reasonable and document out-of-pocket attorney’s fees and disbursements) and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of lawLaw, including, without limitation, including Section 9-615(a)(3615(a) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to the Grantor. If the Collateral Agent sells any Grantorof the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Collateral Agent and applied to Indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable lawLaw, each the Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other CA Secured Parties Party arising out of the exercise by them each such Person of any rights hereunder. (c) In view of the position of the Grantor in relation to the Collateral, or because of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Securities Laws”) with respect to any disposition of the Collateral permitted hereunder. If The Grantor understands that compliance with the Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any notice part of the Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. The Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Collateral, limit the purchasers to those who will agree, US-DOCS\149536231.6 among other things, to acquire such Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. The Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Collateral or part thereof shall have been filed under the Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. The Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 6.5 will apply notwithstanding the existence of a proposed sale public or other disposition of private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionAgent sells.

Code and Other Remedies. If Notwithstanding the provisions of Section 362 of the Bankruptcy Code and without order of or application or motion to the Bankruptcy Court or the Canadian Bankruptcy Court, but subject to the Financing Orders and any applicable notice requirements set forth in Section 9.2 of the Credit Agreement: (a) During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent, on behalf of the Secured Parties, Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable law), may in forthwith enter upon the premises of such circumstances forthwith Grantor where any Collateral is located through self help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on the Administrative Agent's claim or action and may collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Administrative Agent or any Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Administrative Agent and the Lenders the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Such sales may be adjourned and continued from time to time with or without notice. The Administrative Agent shall have the right to conduct such sales on any Grantor's premises or elsewhere and shall have the right to use any Grantor's premises without charge for such time or times as the Administrative Agent deems necessary or advisable. (b) Each Grantor further agrees, at the Administrative Agent's written requestrequest during an Event of Default, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's premises or elsewhere. Until the Administrative Agent is able to effect a sale, lease or other disposition of the Collateral, the Administrative Agent shall have the right to hold or use the Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Administrative Agent. The Administrative Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to the Collateral in which it granted a security interest hereunder to the Administrative Agent while such Collateral is in the possession of the Administrative Agent. The Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of any of the Collateral and to enforce any of the Administrative Agent's remedies (for the benefit of the Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. The Administrative Agent shall, to the extent consistent with the terms of the Senior Lenders Intercreditor Agreement, apply the net proceeds of any action taken by it pursuant to this Section 6.85.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Parties here- underhereunder, including, without limitation, including reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may electCredit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder, except to the extent arising out of the gross negligence or willful misconduct of the Administrative Agent or such other Secured Party. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. (c) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Agreement or any Collateral. Without limiting any of the foregoing, each Grantor, to the maximum extent not prohibited by applicable law, hereby (i) agrees that it will not invoke, claim or assert the benefit of any rule of law or statute now or hereafter in effect (including, without limitation, any right to prior notice or judicial hearing in connection with the Administrative Agent's possession, custody or disposition of any Collateral or any appraisal, valuation, stay, extension, moratorium or redemption law), or take or omit to take any other action that would or could reasonably be expected to have the effect of delaying, impeding or preventing the exercise of any rights and remedies in respect of the Collateral, the absolute sale of any of the Collateral or the possession thereof by any purchaser at any sale thereof, and waives the benefit of all such laws and further agrees that it will not hinder, delay or impede the execution of any power granted hereunder to the Administrative Agent, but that it will permit the execution of every such power as though no such laws were in effect, (ii) waives all rights that it has or may have under any rule of law or statute now existing or hereafter adopted to require the Administrative Agent to marshal any Collateral or other assets in favor of such Grantor or any other party or against or in payment of any or all of the Obligations, and (iii) waives all rights that it has or may have under any rule of law or statute now existing or hereafter adopted to require the Administrative Agent to pursue any third party for any of the Obligations. (d) For the sole purpose of enabling the Administrative Agent to exercise rights and remedies under Article V hereof (including, without limiting the terms of Article V hereof, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of Collateral) at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other applicable law. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith (subject to the terms of any documentation governing any Permitted Receivables Transaction) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Agent's written request’s request (subject to the terms of any documentation governing any Permitted Receivables Transaction), to assemble the Security Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Administrative Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in subsection 6.5 above, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Administrative Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. (b) Solely in connection with Collateral located in the State of Louisiana, for purposes of executory process under applicable Louisiana law, each Granting Party hereby acknowledges the indebtedness owed under the Obligations of such Granting Party, CONFESSES JUDGMENT thereon and consents that judgment be rendered and signed, whether during the court’s term or during vacation, in favor of the Administrative Agent, for the benefit of the Secured Parties, for the full amount of such Obligations, including but not limited to, amounts due and payable under the Credit Agreement, any Notes or any of the other Loan Documents in principal, interest, and attorneys’ fees, together with all charges and expenses whatsoever pursuant to this Agreement and the Credit Agreement. Upon the occurrence and during the continuance of an Event of Default, and in addition to all of its rights, powers and remedies under this Agreement and applicable law, the Administrative Agent may, at its option, cause all or any part of the Security Collateral of such Granting Party to be seized and sold under executory process or under writ of fieri facias issued in execution of an ordinary judgment obtained upon such Obligations, without appraisement to the highest bidder, for cash or under such terms as the Administrative Agent deems acceptable. Each Granting Party hereby waives all and every appraisement of the Administrative Agent and waives and renounces the benefit of appraisement and the benefit of all laws relative to the appraisement of the Security Collateral of such Granting Party seized and sold under executory or other legal process. Each Granting Party agrees to waive, and does hereby specifically waive: (i) the benefit of appraisement provided for in Articles 2332, 2336, 2723 and 2724, Louisiana Code of Civil Procedure, and all other laws conferring such benefits; (ii) the demand and three (3) days delay accorded by Articles 2639 and 2721, Louisiana Code of Civil Procedure; (iii) the notice of seizure required by Articles 2293 and 2721, Louisiana Code of Civil Procedure; (iv) the three (3) days delay provided by Articles 2331 and 2722, Louisiana Code of Civil Procedure; (v) the benefit of the other provisions of Articles 2331, 2722 and 2723, Louisiana Code of Civil Procedure; (vi) the benefit of the provisions of any other articles of the Louisiana Code of Civil Procedure relating to the foreclosure of movable or immovable property not specifically mentioned above; and (vii) all rights of division and discussion with respect to the Obligations of such Granting Party. In the event the Administrative Agent elects, at its option, to enter suit via ordinaria on the Obligations of such Granting Party, in addition to the foregoing confession of judgment, such Granting Party hereby waives citation, other legal process and legal delays and hereby consents that judgment for the unpaid principal due on such Obligations, together with interest, attorneys’ fees, costs and other charges that may be due on such Obligations, be rendered and signed immediately.

Code and Other Remedies. If an Event In the event that any portion of Default shall occur the Obligations has been declared or becomes due and be continuingpayable in accordance with the terms of the Credit Agreement, the Administrative Agent, on behalf of the Secured PartiesLenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Administrative Agent or any Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable commercially reasonable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent shall promptly apply the net proceeds of any action taken by it pursuant to this Section 6.88.7, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underAdministrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys' ’ fees and disbursementsdisbursements of counsel to the Administrative Agent, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, subject to Section 4.9 of the Credit Agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Parties Administrative Agent or any Lender arising out of the lawful exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith forthwith, personally or by agents or attorneys, immediately (a) instruct all banks which have entered into a control agreement with the Collateral Agent to transfer all monies, securities and instruments held by such depositary bank to a Collateral Account, (b) apply any monies constituting Collateral or proceeds thereof in accordance with the provisions of Section 5.4, (c) take any other action as specified in clauses (1) through (5), inclusive, of Section 9-607 of the UCC, (d) collect, receive, appropriate and appropriate, realize upon and take possession of the Collateral, or any part thereof, and for that purpose may enter upon the Grantor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Grantor, and/or may (e) forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of or liquidate and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.85.5, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Administrative Collateral Agent may elect, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section Sections 9-615(a)(3) 610 and 9-615 of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC or Code and under any other applicable lawlaw and in equity. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to To the extent permitted by law, the Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any such Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent's written request’s request (subject to each applicable Intercreditor Agreement), to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8Subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Grantor then due and owing, in such the order as the Administrative Agent may electof priority specified in Subsection 6.5 above, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Collateral Agent account for the surplus, if any, to any such Grantor. To the extent permitted by applicable law, each (i) such Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject (i) to the terms of the Interim Financing Order or, after entry thereof, the Final Financing Order, (ii) the terms of the Intercreditor Agreement and (iii) to the delivery of any notice expressly required pursuant to Section 7.02 of the Credit Agreement and the expiry of any notice period applicable to the exercise of such right or remedy: (a) If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Credit Parties, may (and at the direction of the Required Lenders shall) exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may (and at the direction of the Required Lenders shall) in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any Secured Credit Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Each purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor. Subject to any applicable provisions of the Financing Orders and the terms of the Intercreditor Agreement, the Collateral Agent or any other Credit Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in redemption, stay, valuation or appraisal on the part of any Grantor, which right or equity is hereby waived and released, and may credit against the purchase price the amount of any claim then due and payable from any Grantor on account of the Obligations owed to the Collateral Agent or any other Credit Party, and the Collateral Agent or such other Credit Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. Each Grantor further agrees, at the Administrative Collateral Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at the Grantor’s sole risk and expense, at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.5, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Collateral Agent and the other Credit Parties here- underhereunder, including, without limitation, including reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in such the order as the Administrative Agent may electset forth in Section 6.4, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(39¬615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Parties Collateral Agent or any other Credit Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Collateral Agent shall not be obligated to make any sale or other disposition of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale or other disposition of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. Any public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. If any of the Collateral is sold, leased, or otherwise disposed of by the Collateral Agent on credit, the Obligations shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Collateral Agent. (b) If an Event of Default shall occur and be continuing, with respect to any Collateral consisting of Inventory, the Collateral Agent may, subject to the Financing Orders and the terms of the Intercreditor Agreement, conduct one or more going out of business sales, in the Collateral Agent’s own right or by one or more Agent Professionals. Such sale(s) may be conducted upon any premises owned, leased, or occupied by any Grantor. The Collateral Agent and any such Agent Professional in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Collateral Agent or such Agent Professional). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Collateral Agent or such Agent Professional and neither any Grantor nor any Person claiming under or in right of any Grantor shall have any interest therein. Each purchaser at any such going out of business sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor. (c) If an Event of Default shall occur and be continuing, with respect to any Collateral consisting of Accounts, the Collateral Agent may, subject to the Financing Orders and the terms of the Intercreditor Agreement: (i) demand, collect and receive any amounts relating thereto, as the Collateral Agent may reasonably determine; (ii) commence and prosecute any actions in any court for the purposes of collecting any such Accounts and enforcing any other rights in respect thereof; (iii) defend, settle or compromise any action brought and, in connection therewith, give such discharges or releases as the Collateral Agent may reasonably deem appropriate; (iv) without limiting the Collateral Agent’s rights set forth in Section 7.1, receive, open and dispose of mail addressed to any Grantor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to such Accounts or securing or relating to such Accounts, on behalf of and in the name of such Grantor; and (v) sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any such Accounts or the goods or services which have given rise thereto, as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes. (d) If an Event of Default shall occur and be continuing, with or without legal process and with or without prior notice or demand for performance, the Collateral Agent may, subject to the Financing Orders and the terms of the Intercreditor Agreement, enter upon, occupy, and use any premises owned or occupied by each Grantor. The Collateral Agent shall not be required to remove any of the Collateral from any such premises upon the Collateral Agent taking possession thereof, and may render any Collateral unusable to the Grantors. In no event shall the Collateral Agent be liable to any Grantor for use or occupancy by the Collateral Agent of any premises pursuant to this Section 6.5, nor for any charge (such as wages for the Grantors’ employees and utilities) reasonably incurred in connection with the Collateral Agent’s exercise of the Collateral Agent’s rights and remedies hereunder. (e) For purposes of this Section 6.5, a written and fully executed agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof. The Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. (f) To the extent permitted by applicable law and the Financing Orders, each Grantor hereby waives all rights of redemption, stay, valuation and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

Code and Other Remedies. If an Event of Default shall occur and be continuing, upon the request of the Administrative Agent or the Required Lenders, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent's written request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.5, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Administrative Collateral Agent may elect, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Parties arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC or Code and under any other applicable lawlaw and in equity. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to To the extent permitted by law, the Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Collateral Agent's written request’s request (subject to the Intercreditor Agreements), to assemble the Security Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in Section 6.5 above, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC or Code and under any other applicable lawlaw and in equity. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to To the extent permitted by law, the Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Collateral Agent's written request’s request (subject to the Intercreditor Agreements), to assemble the Security Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in Section 6.5 above, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Each Grantor hereby consents to the non-exclusive royalty free use by the Collateral Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any ABL Priority Collateral. Each Grantor also hereby consents to the non-exclusive royalty free use by the Collateral Agent and the Canadian Collateral Agent (as its designee) of any trademarks, service marks or business names owned by such Grantor in Canada solely for the purposes of disposing of any ABL Priority Collateral of the Canadian Borrowers that is pledged to the Canadian Collateral Agent pursuant to the Canadian Security Documents.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other applicable law. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any GrantorGranting Party, which right or equity is hereby waived and or released. Each Grantor Granting Party further agrees, at the Administrative Agent's written request, to assemble the Security Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such GrantorGranting Party's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Administrative Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing (including, without limitation, to the extent required by Section 15.3 of the Credit Agreement to cash collateralize Domestic L/C Obligations outstanding at such time), in such the order as the Administrative Agent may electof priority specified in Section 6.5 above, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCCCode, need the Administrative Agent account for the surplus, if any, to any GrantorGranting Party. To the extent permitted by applicable law, each Grantor Granting Party waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of any rights hereundercollateral, except to the extent arising as a result of the gross negligence or willful misconduct of the Administrative Agent or such other Secured Party. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement Agreement, the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or otherwise available at law or equity. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. Any such sale or transfer by the Administrative Agent either to itself or to any other Person shall be absolutely free from any claim of right by any Grantor, including any equity or right of redemption, stay or appraisal which any Grantor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and each Grantor hereby waives any rights it may have in respect thereof). Upon any such sale or transfer, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.06, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as accordance with Section 10.02(c) of the Administrative Agent may electCredit Agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Parties Party arising out of the exercise by them of any rights hereunderhereunder except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or such Secured Party or their respective agents. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. (b) In the event that the Administrative Agent elects not to sell the Collateral, the Administrative Agent retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Obligations. Each and every method of disposition of the Collateral described in this Agreement shall constitute disposition in a commercially reasonable manner. Without limitation of the foregoing, any disposition involving three (3) or more bidders that are “accredited investors” (within the meaning of the Securities Act) shall constitute disposition in a commercially reasonable manner. (c) The Administrative Agent may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral.

Code and Other Remedies. If (a) Upon the occurrence and during the continuance of an Event of Default shall occur and be continuingDefault, the Administrative AgentTrustee, on behalf of the Secured Partiesholders of the Notes, may exercise, in addition to all other rights and remedies granted to them in this Agreement Agreement, the other Note Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or otherwise available at law or equity. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative AgentTrustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Company or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party The Trustee and any holder of the Notes shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantorthe Company, which right or equity is hereby waived and released. Each Grantor If applicable to any particular item of Collateral, the Company further agrees, at the Administrative Agent's written Trustee’s request, to assemble the Collateral and make it available to the Administrative Agent Trustee at places which the Administrative Agent Trustee shall reasonably select, whether at such Grantor's the Company’s premises or elsewhere. Any such sale or transfer by the Trustee either to itself or to any other Person shall be absolutely free from any claim of right by the Company, including any equity or right of redemption, stay or appraisal which the Company has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and the Company hereby waives any rights it may have in respect thereof). Upon any such sale or transfer, the Trustee shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Administrative Agent Trustee shall apply the net proceeds of any action taken by it pursuant to this Section 6.8, after deducting all reasonable costs and expenses 5.01 in accordance with the provisions of every kind incurred in connection therewith or incidental to the care or safekeeping of any Section 6.10 of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- under, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any GrantorIndenture. To the extent permitted by applicable law, each Grantor the Company waives all claims, damages and demands it may acquire against the Secured Parties Trustee arising out of the exercise by them it of any rights hereunder. If The Trustee shall given written notice to the Company of any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition, which notice shall be deemed reasonable and proper under any applicable law. (b) In the event that the Trustee elects not to sell the Collateral, the Trustee retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Obligations. Each and every method of disposition of the Collateral described in this Agreement shall constitute disposition in a commercially reasonable manner. (c) The Trustee may appoint any Person as agent to perform any act or acts necessary or incident to appropriate or realize upon any Collateral or to any sale or transfer of the Collateral.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawLegal Requirement. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, presentments, protests, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances (a) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, (b) give notice of sole control or any other instruction under any Deposit Account Control Agreement or other control agreement with any securities intermediary and take any action therein with respect to such Collateral and (c) concurrently with written notice to the applicable Grantor of its intent to exercise rights and remedies, transfer and register in its name or in the name of its nominee the whole or any part of the Investment Property, to exchange certificates or instruments representing or evidencing Investment Property for certificates or instruments of smaller or larger denominations, and subject to the notice requirements of Section 6.3 hereof, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Investment Property as though the Administrative Agent was the outright owner thereof. Any The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and releasedreleased provided that individual Lenders shall not be permitted to “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise under the Bankruptcy Code (which right to credit bid shall be exercised solely by the Administrative Agent, at the direction of the Lenders holding the majority of the principal amount of the Loans). Each Grantor further agrees, at the Administrative Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8, after deducting all reasonable costs and expenses of every kind incurred 6.6 in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- under, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, accordance with Section 6.5 hereof and only after such application and the payment of all Secured Obligations in full in immediately available funds and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCUniform Commercial Code, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Parties arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, which is not waived under Section 8.3 hereof, such notice shall be deemed reasonable and proper in every case if given at least 10 ten (10) days before such sale or other dispositiondisposition (it being understood that a shorter period may also be reasonable given the circumstances). Until the Administrative Agent is able to effect a sale, lease, or other disposition of Collateral, the Administrative Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Administrative Agent. The Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Administrative Agent’s remedies (for the benefit of the Administrative Agent and the Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. Notwithstanding the foregoing, neither the Administrative Agent nor any of the Secured Parties shall be required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.

Code and Other Remedies. If an Event of Default shall occur occurs and be is continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of foregoing, if an Event of DefaultDefault occurs and is continuing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Secured Party Parties shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written request’s request following and during the continuance of an Event of Default, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8, after deducting all reasonable costs and expenses of every kind incurred 6.5 in connection therewith or incidental to the care or safekeeping of any accordance with Section 8.03 of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- under, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may electCredit Agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the any Secured Parties Party arising out of the exercise by them such Secured Party or it sub-agents of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, subject to the Administrative terms of each applicable Intercreditor Agreement, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law and subject to each applicable Intercreditor Agreement, all rights and remedies of a secured party under the New York UCC Code or any other applicable lawlaw and subject to each applicable Intercreditor Agreement. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by lawright, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Collateral Agent's written request’s request (subject to each applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in subsection 6.5 above, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur occurs and be is continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of foregoing, if an Event of DefaultDefault occurs and is continuing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written request’s request following and during the continuance of an Event of Default, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of foregoing, if an Event of DefaultDefault shall occur and be continuing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Administrative Agent or any Secured Party Lender or elsewhere upon such terms and conditions as it may reasonably deem advisable and at such prices as it may deem bestadvisable, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written ’s request, following and during the continuance of an Event of Default, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured PartiesAgent and Lenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC Code, or any other applicable foreign or domestic law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of foregoing, if an Event of DefaultDefault shall occur or be continuing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of Agent or any Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Secured Party Agent may disclaim any warranties that might arise in connection with any such lease, assignment, grant of option or other disposition of Collateral and have no obligation to provide any warranties at such time. Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such sales on any Grantor’s premises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as Agent deems necessary or advisable. Each Grantor further agreesagrees after an Event of Default has occurred and is continuing, at the Administrative Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underAgent and Lenders hereunder, including, without limitation, including reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, Secured Obligations in such order as a manner that is consistent with the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent provisions of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) 2.10.2 of the New York UCC, need the Administrative Agent account for the surplus, if any, to any GrantorCredit Agreement. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Parties Agent or any Lender arising out of the exercise by them of any rights hereunder, except to the extent such claims, damages or demands arise from the gross negligence or willful misconduct of the Agent or Lenders as determined by a court of competent jurisdiction in a non-appealable order. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if so long as (a) it is given at least 10 15 days before such sale or other disposition., and (b) contains such information as may be prescribed by applicable law. [Biotricity] Guarantee and Collateral Agreement

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Second Lien Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Second Lien Obligations, in such order as the Administrative Agent accordance with Section 6.5, may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the any Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured PartiesLenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Credit Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Agent or any Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Secured Party The Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any GrantorCredit Party, which right or equity is hereby waived and released. Each Grantor Credit Party further agrees, at the Administrative Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's Credit Party’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.84.10, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underAgent and the Lenders hereunder, including, without limitation, including reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may electaccordance with Section 2.4(b), and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any GrantorCredit Party. To the extent permitted by applicable law, each Grantor Credit Party waives all claims, damages and demands it may acquire against the Secured Parties Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If Subject to each applicable Acceptable Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may (but shall not be obligated to) exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code (whether or not the Code applies to the affected Security Collateral) and under any other applicable lawlaw and in equity. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances (but shall not be obligated to), forthwith (subject to the terms of any documentation governing any Franchise Financing Disposition or Securitization Transaction) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to To the extent permitted by law, the Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any such Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written request’s request (subject to the terms of any documentation governing any Franchise Financing Disposition or Securitization Transaction and subject to each applicable Acceptable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Grantor then due and owing, in such the order as the Administrative Agent may electof priority specified in Section 6.5 above, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(39615(a)(3) of the New York UCCCode, need the Administrative Agent account for the surplus, if any, to any such Grantor. To the extent permitted by applicable law, each (i) such Grantor waives all claims, damages and demands it may acquire against the Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Each Grantor hereby consents to the non-exclusive royalty free use by the Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any Security Collateral. Each Grantor also hereby consents to the non-exclusive royalty free use by the Agent of any trademarks, service marks or business names owned by such Grantor in Canada solely for the purposes of disposing of any Security Collateral of the Canadian Borrower that is pledged to the Agent pursuant to the Canadian Security Documents.

Code and Other Remedies. If (a) Upon the occurrence and during the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent, on behalf of the Secured PartiesLenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement Agreement, the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Borrower Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or otherwise available at law or equity. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of any Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any GrantorPledgor, which right or equity is hereby waived and released. Each Grantor If applicable to any particular item of Collateral, each Pledgor further agrees, at the Administrative Agent's written request, to assemble the Collateral and make it available to the Administrative Agent at places which that the Administrative Agent shall reasonably select, whether at such GrantorPledgor's premises or elsewhere. Any such sale or transfer by the Administrative Agent either to itself or to any other Person shall be absolutely free from any claim of right by Pledgor, including any equity or right of redemption, stay or appraisal which Pledgor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and such Pledgor hereby waives any rights it may have in respect thereof). Upon any such sale or transfer, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.85.01, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underAdministrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Borrower Obligations, in such order as accordance with Section 10.02(c) of the Administrative Agent may electCredit Agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) 9.615 of the New York UCC, need the Administrative Agent account for the surplus, if any, to any GrantorPledgor. To the extent permitted by applicable law, each Grantor Pledgor waives all claims, damages and demands it may acquire against the Secured Parties Administrative Agent or any Lender arising out of the exercise by them of any rights hereunderhereunder except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or such Lender or their respective agents. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. (b) In the event that the Administrative Agent elects not to sell the Collateral, the Administrative Agent retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Borrower Obligations. Each and every method of disposition of the Collateral described in this Agreement shall constitute disposition in a commercially reasonable manner. (c) The Administrative Agent may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral.

Code and Other Remedies. If (a) Upon (i) the occurrence and during the continuance of an Event of Default shall occur under the ABL Credit Agreement (including a “Purchase and be continuingContribution Termination Event” under the Borrower Purchase Agreement), and (ii) the Collateral Agent’s notice of its intent to exercise such rights to the Grantor, the Administrative Grantor agrees to deliver each item of Collateral to the Collateral Agent promptly after written demand therefor, and it is agreed that the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) and all rights under any other applicable lawLaw or in equity. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Collateral Agent, without demand of performance or other demand, defense, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any the Grantor or any other Person (all and each of which demands, defensespresentments, protests, defenses (other than the defense of payment or performance or the US-DOCS\148935905.18 Discharge of Obligations), advertisements and notices are hereby waived to the extent permitted by applicable lawLaw), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by the Grantor of any cash collateral arising in respect of the Collateral on such terms as the Collateral Agent deems reasonable, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, it being understood that any sale pursuant to the provisions of this Section 6.5 shall be deemed to conform to the commercially reasonable standards under the UCC with respect to any disposition of Collateral. Any Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any the Grantor, which right or equity is hereby waived and released. To the fullest extent permitted by applicable Law, each purchaser at any such sale shall hold the property sold to it absolutely free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by applicable Law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any Law now existing or hereafter enacted. The Grantor agrees that, to the extent notice of sale shall be required by Law, at least ten days’ notice to the Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. To the fullest extent permitted by applicable Law, this procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. The Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by Law) all rights of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any Law now existing or hereafter enacted. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any lender thereof may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Collateral Agent at the direction of the Required Lenders, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof and the Collateral Agent shall be free to carry out such sale pursuant to such agreement and the Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations Discharged. To the extent permitted by applicable Law, the Grantor waives all claims, damages and US-DOCS\148935905.18 demands it may acquire against the Collateral Agent or any Secured Party arising out of the exercise by them of any of their rights hereunder. The Grantor further agrees, at the Administrative Collateral Agent's written ’s reasonable request, if an Event of Default under the ABL Credit Agreement (including a “Purchase and Contribution Termination Event” under the Borrower Purchase Agreement) has occurred and is continuing, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such the Grantor's ’s premises or elsewhere. . (b) The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.5, after deducting all reasonable and documented out-of-pocket costs and expenses of the Collateral Agent of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underhereunder, including, without limitation, including reasonable and documented out-of-pocket attorneys' ’ fees and disbursementsdisbursements to the extent permitted by Section 10.1 of the Borrower Purchase Agreement, to the payment in whole or in part of the Obligations, Secured Obligations in such order as the Administrative Agent may elect, accordance with Section 6.4 and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of lawLaw, including, without limitation, including Section 9-615(a)(3615(a) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to the Grantor. If the Collateral Agent sells any Grantorof the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Collateral Agent and applied to Indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable lawLaw, each the Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them each such Person of any rights hereunder. (c) In view of the position of the Grantor in relation to the Collateral, or because of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Securities Laws”) with respect to any disposition of the Collateral permitted hereunder. If The Grantor understands that compliance with the Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any notice part of the Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. The Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Collateral, limit the purchasers to those who will agree, among other things, to acquire such Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. The Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Collateral or part thereof shall have been filed under the Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. The Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 6.5 will apply notwithstanding the existence of a proposed sale public or other disposition of private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.Agent sells. US-DOCS\148935905.18

Code and Other Remedies. If Subject to any applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Administrative Note Collateral Agent, on behalf of the Secured Parties, may (but shall not be obligated to) exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code (whether or not the Code applies to the affected Security Collateral) and under any other applicable lawlaw and in equity. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Note Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances (but shall not be obligated to) forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), 30 in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Note Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to To the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Note Collateral Agent's written request’s request (subject to the terms of any documentation governing any Special Purpose Financing and subject to any applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Administrative Note Collateral Agent at places which the Administrative Note Collateral Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative Note Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Note Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, including reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in Section 6.5 above, and only after such application and after the payment by the Administrative Note Collateral Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the New York UCCCode, need the Administrative Note Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Note Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Note Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Each Grantor hereby consents to the non-exclusive royalty free use by the Note Collateral Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any Security Collateral.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured PartiesLenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC UCCCode or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Credit Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Agent or any Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Secured Party The Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any GrantorCredit Party, which right or equity is hereby waived and released. Each Grantor Credit Party further agrees, at the Administrative Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's Credit Party’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.84.10, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underAgent and the Lenders hereunder, including, without limitation, including reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may electaccordance with Section 2.5(b), and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any GrantorCredit Party. To the extent permitted by applicable law, each Grantor Credit Party waives all claims, damages and demands it may acquire against the Secured Parties Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC or Code and under any other applicable lawlaw and in equity. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to To the extent permitted by law, the Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Collateral Agent's written request’s request (subject to the Intercreditor Agreement), to assemble the Security Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8Subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in Subsection 6.5 above, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Collateral Agent or such other Secured Party (as determined by a court of competent jurisdiction in a final and non-appealable decision), and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If (a) Upon (i) the occurrence and during the continuance of an Event of Default shall occur Default, and be continuing(ii) the Collateral Agent’s notice of its intent to exercise such rights to the Grantor, the Administrative Grantor agrees to deliver each item of Collateral to the Collateral Agent promptly after written demand therefor, and it is agreed that the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) and all rights under any other applicable lawLaw or in equity. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Collateral Agent, without demand of performance or other demand, defense, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any the Grantor or any other Person (all and each of which demands, defensespresentments, protests, defenses (other than the defense of payment or performance or the Discharge of Obligations), advertisements and notices are hereby waived to the extent permitted by applicable lawLaw), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by the Grantor of any cash collateral arising in respect of the Collateral on such terms as the Collateral Agent deems reasonable, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, it being understood that any sale pursuant to the provisions of this Section 6.5 shall be deemed to conform to the commercially reasonable standards under the UCC with respect to any disposition of Collateral. Any Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any the Grantor, which right or equity is hereby waived and released. To the fullest extent permitted by applicable Law, each purchaser at any such sale shall hold the property sold to it absolutely free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by applicable Law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any Law now existing or hereafter enacted. The Grantor agrees that, to the extent notice of sale shall be required by Law, at least ten days’ notice to the Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. To the fullest extent permitted by applicable Law, this procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. The Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by Law) all rights of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any Law now existing or hereafter enacted. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at US-DOCS\148919012.9 law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Collateral Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof and the Collateral Agent shall be free to carry out such sale pursuant to such agreement and the Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations Discharged. To the extent permitted by applicable Law, the Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any Secured Party arising out of the exercise by them of any of their rights hereunder. The Grantor further agrees, at the Administrative Collateral Agent's written ’s reasonable request, if an Event of Default has occurred and is continuing, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such the Grantor's ’s premises or elsewhere. . (b) The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.5, after deducting all reasonable and documented out-of-pocket costs and expenses of the Collateral Agent of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underhereunder, including, without limitation, including reasonable and documented out-of-pocket attorneys' ’ fees and disbursementsdisbursements to the extent permitted by Section 9.3 of the Credit Agreement, to the payment in whole or in part of the Obligations, Obligations in such order as the Administrative Agent may elect, accordance with Section 6.4 and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of lawLaw, including, without limitation, including Section 9-615(a)(3615(a) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to the Grantor. If the Collateral Agent sells any Grantorof the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Collateral Agent and applied to Indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable lawLaw, each the Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any Secured Parties Party arising out of the exercise by them each such Person of any rights hereunder. (c) In view of the position of the Grantor in relation to the Collateral, or because of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Securities Laws”) with respect to any disposition of the Collateral permitted hereunder. If The Grantor understands that compliance with the Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any notice part of the Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. The Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Collateral, limit the purchasers to those who will agree, among other things, to acquire such Collateral for their own account, for investment, and not with a view US-DOCS\148919012.9 to the distribution or resale thereof. The Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Collateral or part thereof shall have been filed under the Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. The Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 6.5 will apply notwithstanding the existence of a proposed sale public or other disposition of private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionAgent sells.

Code and Other Remedies. If Subject to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Administrative Note Collateral Agent, on behalf of the Secured Parties, may (but shall not be obligated to) exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code (whether or not the Code applies to the affected Security Collateral) and under any other applicable lawlaw and in equity. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Note Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances (but shall not be obligated to), forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Note Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to To the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Note Collateral Agent's written request’s request (subject to the terms of any documentation governing any Special Purpose Financing and subject to each applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Administrative Note Collateral Agent at places which the Administrative Note Collateral Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative Note Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable and documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Note Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, including reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in Section 6.5, and only after such application and after the payment by the Administrative Note Collateral Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the New York UCCCode, need the Administrative Note Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Note Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Note Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Each Grantor hereby consents to the non-exclusive royalty free use by the Note Collateral Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any Security Collateral.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the First Lien Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the First Lien Obligations, in such order as the Administrative Agent accordance with Section 6.5, may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the any Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If (a) Upon (i) the occurrence and during the continuance of an Event of Default shall occur Default, and be continuing(ii) the Agent’s notice of its intent to exercise such rights to the relevant Grantor or Grantors in accordance with the last paragraph of Section 7.1 of the Credit Agreement, each Grantor agrees to deliver each item of Collateral to the Administrative Agent promptly after demand therefor, and it is agreed that the Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or the PPSA (to the extent applicable pursuant to Section 3(b)(v) above) or its rights under any other applicable lawlaw or in equity. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, defense, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensespresentments, protests, defenses (other than the defense of payment or performance of the Discharge of Obligations), advertisements and notices are hereby waived to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Grantor of any cash collateral arising in respect of the Collateral on such terms as the Agent deems reasonable, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, it being understood that any sale pursuant to the provisions of this Section 6.5 shall be deemed to conform to the commercially reasonable standards under the UCC or the PPSA (to the extent applicable pursuant to Section 3(b)(v) above), as applicable, with respect to any disposition of Collateral. Any Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. To the fullest extent permitted by applicable law, each purchaser at any such sale shall hold the property sold to it absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Agent may sell the Collateral without giving any warranties as to the Collateral. The Agent may specifically disclaim or modify any warranties of title or the like. To the fullest extent permitted by applicable law, this procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. As an alternative to exercising the power of sale herein conferred upon it, the Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. In the event of a foreclosure by the Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Borrower Obligations as a credit on account of the purchase price for any Collateral payable by the Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof and the Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Agent or any Secured Party arising out of the exercise by them of any of their rights hereunder. Each Grantor further agrees, at the Administrative Agent's written ’s reasonable request, if an Event of Default has occurred and is continuing, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. . (b) The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.5, after deducting all reasonable out-of-pocket costs and expenses of the Agent of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underhereunder, including, without limitation, including reasonable out-of-pocket attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, Obligations in such order as the Administrative Agent may elect, accordance with Section 6.4 and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3615(a) of the New York UCCUCC and the PPSA, need the Administrative Agent account for the surplus, if any, to any Grantor. If the Agent sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Agent and applied to Indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Agent may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the any Secured Parties Party arising out of the exercise by them of any rights hereunder. (c) In view of the position of the Grantors in relation to the Collateral, or because of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Securities Laws”) with respect to any disposition of the Collateral permitted hereunder. If Each Grantor understands that compliance with the Securities Laws might very strictly limit the course of conduct of the Agent if the Agent were to attempt to dispose of all or any notice part of the Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Agent in any attempt to dispose of all or part of the Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Agent may, with respect to any sale of the Collateral, limit the purchasers to those who will agree, among other things, to acquire such Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Collateral or part thereof shall have been filed under the Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Agent shall incur no responsibility or liability for selling all or any part of the Collateral at a price that the Agent, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 6.5 will apply notwithstanding the existence of a proposed sale public or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given private market upon which the quotations or sales prices may exceed substantially the price at least 10 days before such sale or other dispositionwhich the Agent sells.

Code and Other Remedies. If an Event In the event that any portion of Default shall occur the Obligations has been declared or becomes due and be continuingpayable in accordance with the terms of the Credit Agreement, the Administrative Agent, on behalf of the Secured PartiesLenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Administrative Agent or any Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable commercially reasonable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's premises or elsewhere. The Administrative Agent shall promptly apply the net proceeds of any action taken by it pursuant to this Section 6.87.7, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underAdministrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursementsdisbursements of counsel to the Administrative Agent, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, subject to Section 2.10 of the Credit Agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Parties Administrative Agent or any Lender arising out of the lawful exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other applicable law. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any such Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent's written request’s request (subject to the terms of any documentation governing any Special Purpose Financing), to assemble the Security Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Grantor then due and owing, in such the order as the Administrative Agent may electof priority specified in subsection 6.5 above, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Collateral Agent account for the surplus, if any, to any such Grantor. To the extent permitted by applicable law, each (i) such Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. (a) If an Event of a Secured Debt Default shall occur and be continuing, the Administrative AgentCollateral Trustee, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to any of them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party to the extent permitted under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or its rights under any other applicable lawlaw or in equity in each case subject to the terms of the Collateral Trust Agreement. Without limiting the generality of the foregoing upon and in each case subject to the occurrence terms of the Collateral Trust Agreement, if a Secured Debt Default has occurred and during the continuance of an Event of Defaultis continuing, the Administrative AgentCollateral Trustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Guarantor, any Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Trustee or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Trustee and each other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any GrantorGuarantor or any Pledgor, which right or equity is hereby waived and released. Each Grantor purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Guarantor or any Pledgor, and each Guarantor and each Pledgor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Guarantor and each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten Business Days’ notice to such Guarantor or Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. In connection with any such sale, the Collateral Trustee may sell the Collateral without giving any warranties as to the Collateral. The Collateral Trustee may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. In the exercise of its remedies, each Guarantor and each Pledgor agrees that it would not be commercially unreasonable for the Collateral Trustee to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Guarantor and each Pledgor hereby waives any claims against the Collateral Trustee arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Trustee accepts the first offer received and does not offer such Collateral to more than one offeree. Each Guarantor and each Pledgor further agrees, at the Administrative Agent's written Collateral Trustee’s request, to assemble the Collateral and make it available to the Administrative Agent Collateral Trustee at places which the Administrative Agent Collateral Trustee shall reasonably select, whether at such Grantor's Guarantor’s premises or elsewhere. In the exercise of its remedies, the Collateral Trustee shall have the right to enter onto the property where any Collateral is located and take possession thereof with or without judicial process. (b) The Administrative Agent Collateral Trustee shall apply the net proceeds of any action taken by it pursuant to this Section 6.8, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underhereunder, including, without limitation, including reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsSecured Obligations in accordance with the Collateral Trust Agreement. If the Collateral Trustee sells any of the Collateral upon credit, in such order the Guarantor or Pledgor, as the Administrative Agent may electapplicable, will be credited only with payments actually made by purchaser and only after such application and after the payment received by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) Collateral Trustee and applied to indebtedness of the New York UCC, need purchaser. In the Administrative Agent account event the purchaser fails to pay for the surplusCollateral, if anythe Collateral Trustee may resell the Collateral and the Guarantor or Pledgor, to any Grantoras applicable, shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Grantor Guarantor and each Pledgor waives all claims, damages and demands it may acquire against the Collateral Trustee or the other Secured Parties arising out of the exercise by them of any rights hereunder. If any notice , except for such Person’s gross negligence and willful misconduct, in each case, as determined by a court of a proposed sale or other disposition of Collateral shall be required competent jurisdiction by law, such notice shall be deemed reasonable final and proper if given at least 10 days before such sale or other dispositionnonappealable judgment.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or its rights under any other applicable lawlaw or in equity. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, it being understood that a Secured Party will be subject to the commercially reasonable requirements under the UCC with respect to any disposition of Collateral. Any Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely effect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Administrative Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against the Administrative Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Administrative Agent's written request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's premises or elsewhere. Subject to any applicable landlord consents, the Administrative Agent shall have the right to enter onto the property where any Collateral is located and take possession thereof with or without judicial process. (b) The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, Obligations and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3615(a) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. If the Administrative Agent sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Administrative Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Administrative Agent may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the any Secured Parties Party arising out of the exercise by them of any rights hereunder. If . (c) In the event of any notice Disposition of a proposed sale or other disposition any of Collateral the Intellectual Property, the goodwill of the business connected with and symbolized by any Trademarks subject to such Disposition shall be required by lawincluded, and the applicable Grantor shall supply the Administrative Agent or its designee with such notice shall be deemed reasonable Grantor's know-how and proper if given at least 10 days before expertise, and with documents and things embodying the same, relating to the manufacture, distribution, advertising and sale of products or the provision of services relating to any Intellectual Property subject to such Disposition, and such Grantor's customer lists and other records and documents relating to such Intellectual Property and to the manufacture, distribution, advertising and sale or other dispositionof such products and services.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may (and shall, at the instruction of the Required LendersLC Provider) exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the UCC applies to the affected Collateral) and all rights under any other applicable lawlaw or in equity. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Collateral Agent, without demand of performance or other demand, defense, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, presentments, protests, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party Party, on the internet or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent may store, repair or recondition any Collateral or otherwise prepare any Collateral for disposal. Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so soldsold or to become the licensor of all or any such Collateral, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. For purposes of bidding and making settlement or payment of the purchase price for all or a portion of the Collateral sold at any such sale made in accordance with the UCC or other applicable laws, including, without limitation, the Bankruptcy Code, the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party or Secured Parties in its or their respective individual capacities unless the Required LendersLC Provider shall otherwise agree in writing), shall be entitled, at the direction of the Required LendersLC Provider, to credit bid and use and apply the Secured Obligations (all or any portion thereof) as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale, such amount to be apportioned ratably to the Secured Obligations of the Secured Parties in accordance with their pro rata share of such Secured Obligations. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. The foregoing will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Administrative Collateral Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Collateral Agent shall apply have the net proceeds right to enter onto the property where any Collateral is located without any obligation to pay rent and take possession thereof with or without judicial process. The Collateral Agent shall have no obligation to marshal any of any action taken by it pursuant to this Section 6.8, after deducting the Collateral. (b) The Collateral Agent shall deduct from such Proceeds all reasonable costs and expenses of every kind incurred in connection therewith with the exercise of its rights and remedies against the Collateral or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to . Any net Proceeds remaining after such deductions shall be applied or retained by the payment Collateral Agent in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only accordance with Section 6.4. Only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3615(a) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. If the Collateral Agent sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Collateral Agent. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and the applicable Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the any Secured Parties Party arising out of the exercise by it or them of any rights hereunder. If . (c) In the event of any notice Disposition of a proposed any of the Intellectual Property, the goodwill of the business connected with and symbolized by any Trademarks subject to such Disposition shall be included, and the applicable Grantor shall supply the Collateral Agent or its designee with such Grantor’s know-how and expertise, and with documents and things embodying the same, relating to the exploitation of such Intellectual Property, including the manufacture, distribution, advertising and sale of products or the provision of services under such Intellectual Property, and such Grantor’s customer lists and other records and documents relating to such Intellectual Property and to the manufacture, distribution, advertising and sale of such products and services. (d) For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Section 6.5 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, license out, convey, transfer or grant options to purchase any Collateral) at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, (i) an irrevocable, nonexclusive, and assignable license (exercisable without payment of royalty or other disposition compensation to such Grantor), subject, in the case of Collateral Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to use, practice, license, sublicense, and otherwise exploit any and all Intellectual Property now owned or held or hereafter acquired or held by such Grantor (which license shall include access to all media in which any of the licensed items may be required by law, such notice shall be deemed reasonable recorded or stored and proper if given at least 10 days before such sale to all software and programs used for the compilation or printout thereof) and (ii) an irrevocable license (without payment of rent or other dispositioncompensation to such Grantor) to use, operate and occupy all real property owned, operated, leased, subleased, or otherwise occupied by such Grantor.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may (but shall not be obligated to) exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may (but shall not be obligated to), subject to the requirements of applicable law, in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Collateral Agent may elect, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. (b) For the purpose of enabling the Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies hereunder at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Agent, an irrevocable, non-exclusive license to use, reproduce, distribute, perform, display, prepare derivative works based upon, make, have made, sell, offer to sell, have sold, import, export, practice, make improvements, license or sublicense any of the Intellectual Property constituting Collateral now owned or hereafter acquired by such Grantor, wherever the same may be located. Such license shall include access to all media in which any of the Intellectual Property constituting Collateral may be recorded or stored and to all computer programs used for the compilation or printout hereof. With respect to Trademarks, such license shall be subject to the requirement that the quality of goods and services offered under the Trademarks be substantially consistent with the quality of the goods and services offered thereunder by such Grantor prior to the Collateral Agent’s exercise of rights and remedies.

Code and Other Remedies. If (a) Upon the occurrence and during the continuance of an Event of Default shall occur Default, and be continuingupon the Collateral Agent’s notice of its intent to exercise such rights to the relevant Grantor or Grantors, each Grantor agrees to deliver each item of Collateral to the Administrative Collateral Agent on demand, and it is agreed that the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or the PPSA (whether or not the New York UCC or the PPSA applies to the affected Collateral) or its rights under any other applicable lawlaw or in equity. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensesdefenses (other than the defense of payment or performance of the Discharge of Obligations), advertisements and notices are hereby waived to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Grantor of any cash collateral arising in respect of the Collateral on such terms as the Collateral Agent deems reasonable, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, it being understood that any sale pursuant to the provisions of this Section 6.5 shall be deemed to conform to the commercially reasonable standards under the UCC or the PPSA, as applicable, with respect to any disposition of Collateral. Any Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. To the fullest extent permitted by applicable law, each purchaser at any such sale shall hold the property sold to it absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. To the fullest extent permitted by applicable law, this procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Collateral Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Borrower Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any Secured Party arising out of the exercise by them of any of their rights hereunder. Each Grantor further agrees, at the Administrative Collateral Agent's written ’s reasonable request, if an Event of Default has occurred and is continuing, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. . (b) The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.5, after deducting all reasonable out-of-pocket costs and expenses of the Collateral Agent of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underhereunder, including, without limitation, including reasonable out-of-pocket attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, Obligations in such order as the Administrative Agent may elect, accordance with Section 6.4 and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3615(a) of the New York UCCUCC and the PPSA, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. If the Collateral Agent sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Collateral Agent and applied to Indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the any Secured Parties Party arising out of the exercise by them of any rights hereunder. (c) In view of the position of the Grantors in relation to the Collateral, or because of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933 or the Securities Act (Ontario), as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Securities Laws”) with respect to any disposition of the Collateral permitted hereunder. If Each Grantor understands that compliance with the Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any notice part of the Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Collateral, limit the purchasers to those who will agree, among other things, to acquire such Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Collateral or part thereof shall have been filed under the Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 6.5 will apply notwithstanding the existence of a proposed sale public or other disposition of private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionAgent sells.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Parties, Purchaser may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative AgentPurchaser, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any advertisement or notice expressly required by law referred to belowlaw, the Note Purchase Agreement or any other Note Document) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived waived, except to the extent permitted expressly required by applicable law, the Note Purchase Agreement or any other Note Document), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party Purchaser or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party Purchaser shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent's written Purchaser’s request, to promptly assemble the Collateral and make it available to the Administrative Agent Purchaser at places which the Administrative Agent Purchaser shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent Upon the occurrence and during the continuance of an Event of Default, Purchaser shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, after deducting all reasonable and documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties here- underPurchaser hereunder, including, without limitation, including reasonable and documented attorneys' fees and disbursements’ fees, to the payment in whole or in part of the Secured Obligations, in such order as the Administrative Agent may electaccordance with Section 6.5, and only after such application and after the payment by the Administrative Agent Purchaser of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Parties Purchaser arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition. If an Event of Default shall occur and be continuing, the Purchaser shall have the right to the appointment of a receiver for the properties and assets of each Grantor, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantor may have thereto or the right to have a bond or other security posted by Purchaser.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Collateral Agent or any other Secured Parties, Party may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing upon the occurrence and during the continuance of an Event of Defaultforegoing, the Administrative AgentCollateral Agent or any other Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to belowlaw) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of any Secured Party the Collateral Agent or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party The Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent's written ’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.86.6, in accordance with the provisions of Section 6.5, only after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent or any other Secured Parties here- underParty hereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as is contemplated by Article VII of the Administrative Agent may elect, Credit Agreement and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(39615(a)(3) of the New York UCC, need but only to the Administrative Agent account for extent of the surplus, if any, owing to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Parties Collateral Agent arising out of the exercise by any of them of any rights hereunder, except to the extent caused by the gross negligence or willful misconduct of the Collateral Agent or its agents. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC or Code and under any other applicable lawlaw and in equity. Without limiting the generality of the foregoing upon foregoing, to the occurrence and during the continuance of an Event of Defaultextent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable lawwaived), may in such circumstances circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to perform do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to To the extent permitted by law, the Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Collateral Agent's written request’s request (subject to each applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's Granting Party’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.8Subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties here- underhereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Administrative Agent may electof priority specified in Subsection 6.5 above, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.